Business PRF Template

Business PRF Template

This Business Purchase Request Form and Services Agreement (the "Agreement") is made and entered into by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client desires to procure certain goods and/or professional services from Service Provider, and Service Provider is willing to provide such goods and/or services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the scope, timing, payment, confidentiality, and termination of the requested goods and services, as further described below.

WHEREAS, the parties acknowledge that this Agreement, together with any purchase orders or delivery schedules issued under it, constitutes the complete understanding between the parties with respect to the subject matter hereof.

Effective Date

Effective Date:

Scope of Work

Deliverables shall be deemed accepted by Client when accepted in writing or upon commencement of use in Client's operations, whichever occurs first, subject to any mutually agreed acceptance tests set forth in the Scope of Work.

Payment Terms

Late Payment: In the event any undisputed invoice is not paid within days after the applicable due date, interest will accrue at a rate of % per month on the overdue amount, or the maximum rate permitted by applicable law, whichever is lower. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

Payment Method:

Term and Termination

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Termination Without Cause: Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party.

Termination For Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and such breach remains uncured for a period of 15 days after receipt of written notice of such breach; provided that if the breach is susceptible to cure and is actively being cured, the non-breaching party shall not terminate so long as the breaching party continues reasonable efforts to cure.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, and Service Provider shall deliver any work in progress and reasonably cooperate with Client to effect an orderly wind-down.

Confidentiality

Each party (the "Receiving Party") agrees to maintain in confidence all proprietary and confidential information disclosed by the other party (the "Disclosing Party") that is marked confidential or that reasonably should be understood to be confidential, including business plans, trade secrets, financial information, and product specifications ("Confidential Information"). The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was rightfully in the Receiving Party's possession without restriction prior to receipt from the Disclosing Party, (c) is rightfully obtained from a third party without restriction, or (d) is independently developed without reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent compelled by law, provided it gives prompt notice to the Disclosing Party and cooperates to seek protective measures.

Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement and that its execution and performance will not violate any agreement with any third party. Service Provider further represents that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Indemnification and Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligence.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or a party's breach of its confidentiality or indemnification obligations, neither party shall be liable to the other for any consequential, incidental, special, punitive or indirect damages, and each party's aggregate liability arising under or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including any attached schedules, exhibits, and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at their addresses set forth above (or to such other address that a party may designate by notice to the other). Notices may be delivered by personal delivery, nationally recognized overnight courier, certified mail (postage prepaid, return receipt requested), or email where receipt is acknowledged in writing.

Additional Provisions

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