Business PRA Template

Business PRA Template

Effective Date:

Parties

Recitals

WHEREAS, Client engages Service Provider to perform certain professional, technical, or business services as set forth in this Agreement and in reliance upon Service Provider's representations regarding capability and experience;

WHEREAS, Service Provider represents that it has the requisite expertise, personnel, and resources to perform the Scope of Work described below in a timely and workmanlike manner; and

WHEREAS, the parties desire to set forth herein the terms and conditions governing performance, payment, confidentiality, and other matters related to the engagement.

Scope of Work

Service Provider shall perform the work and deliverables described below in accordance with the standards of the industry and in compliance with all applicable laws:

Payment Terms

Total Compensation: $ payable as set forth below.

Invoices shall be submitted by Service Provider and are due within days of receipt. Late payments shall accrue interest at % per month, or the maximum permitted by law, whichever is less. A late payment minimum fee of $ may apply.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will terminate on .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was already known to the receiving party at the time of disclosure as demonstrated by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

The obligations in this Confidentiality section shall survive termination of this Agreement for years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

Miscellaneous Provisions

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties.

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 either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to any limitations of liability agreed by the parties elsewhere in this Agreement.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below (or such other address as either party may designate in writing) and are effective upon delivery by hand, confirmed delivery by nationally recognized overnight courier, or three business days after deposit in the U.S. mail (certified mail, return receipt requested).

Entire Agreement

This Agreement, including any Exhibits or Schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Sign Now