Business PQRIA Template

BUSINESS PQRIA TEMPLATE

This Business PQRIA Template (the Agreement) is entered into as of Effective Date: by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client is engaged in the business of operating and managing certain commercial activities and requires a formal assessment of potential quality, performance, reliability, impact, and assurance ("PQRIA Services") for specified projects or processes; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the PQRIA Services and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope of work, payment terms, confidentiality obligations, and other contractual provisions governing the provision of PQRIA Services.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards and shall provide deliverables, interim reports, and a final assessment report detailing findings, risk ratings, recommended mitigations, and implementation guidance.

PAYMENT TERMS

If any undisputed amount is not received by Provider within days after the applicable due date, Client agrees to pay interest on the overdue amount at a rate of percent per month (or the maximum rate permitted by applicable law, if lower), calculated daily and compounded monthly, together with any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any representation, warranty, or obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon prior written notice of days, provided that Client remains responsible for payment for all services performed and reasonable work in progress up to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of this Agreement by the receiving party, (ii) is obtained by the receiving party from a third party without breach of an obligation of confidentiality, or (iii) was known to the receiving party prior to disclosure.

The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those of its employees, agents, or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law (provided that the receiving party gives prompt notice to the disclosing party and cooperates in any lawful effort to obtain a protective order).

The undersigned acknowledge and agree to the confidentiality obligations set forth above.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction to resolve any disputes arising under or in connection with this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Survival: The provisions that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to confidentiality, payment, indemnification, and limitation of liability provisions.

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