Business PRG Template

BUSINESS PRG TEMPLATE

This General Business Agreement ("Agreement") is entered into on the Effective Date set forth below by and between the parties identified herein.

Party A (Name):    Principal Business Address:

Party B (Name):    Principal Business Address:

Effective Date:    Project / Reference ID:

RECITALS

WHEREAS, Party A is engaged in the business of providing professional services, project management, and related deliverables as set forth in this Agreement; and

WHEREAS, Party B desires to retain Party A to perform certain services and Party A agrees to provide such services under the terms and conditions contained herein; and

WHEREAS, the parties intend that this Agreement establish a clear program requirements and governance framework (PRG) covering scope, payment, confidentiality, performance milestones, and termination procedures.

SCOPE OF WORK

Party A shall perform the services and provide the deliverables described below in accordance with the schedules, standards, and acceptance criteria set forth in this Agreement.

PAYMENT TERMS

In consideration for the services and deliverables provided under this Agreement, Party B shall pay Party A as follows.

All invoices are payable within days of invoice date. Payments shall be made in United States dollars unless otherwise agreed in writing. Payment shall be made to the payee designated on each invoice and accompanied by supporting documentation reasonably requested by Party B.

Any undisputed amount not paid when due shall accrue interest at a rate of compounded monthly, or the maximum rate permitted by law, whichever is lower. In addition, Party A may suspend performance following ten (10) days' written notice if undisputed past-due amounts remain unpaid.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue in full force until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination for convenience, Party B will pay Party A for all services performed and reasonable costs incurred through the effective date of termination in accordance with the payment terms.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, provided that a breach that is not curable within thirty (30) days will not be subject to cure if the breaching party fails to commence and diligently pursue a cure.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated as confidential or that a reasonable person should understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) not disclose Confidential Information to any third party except as required by law, provided that prior to any compelled disclosure the receiving party shall provide prompt notice to allow the disclosing party to seek protective measures.

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 laws principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, subject to the parties' right to seek injunctive relief in any appropriate jurisdiction.

ENTIRE AGREEMENT

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

GENERAL PROVISIONS

No waiver of any breach or default shall constitute a waiver of any other right hereunder. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable to the fullest extent permitted by law. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

All notices, requests, and consents required or permitted hereunder shall be in writing and shall be delivered to the addresses below or to such other address as a party may designate in writing from time to time.

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