Business Professional Corporation Template

BUSINESS PROFESSIONAL CORPORATION AGREEMENT

This Agreement is entered into as of (the Effective Date), by and between:

Corporation Name:

Client Name:

RECITALS

WHEREAS, Corporation Name is a professional corporation duly formed and validly existing under the laws of and is authorized to render professional services in its field; and

WHEREAS, Client Name desires to engage Corporation Name to perform certain professional services, and Corporation Name is willing to provide such services on the terms and conditions set forth herein.

WHEREAS, the parties intend that services provided under this Agreement shall comply with applicable licensing, professional corporation statutes, and ethical obligations of the profession.

SCOPE OF WORK

Corporation Name shall provide the professional services described below. The parties acknowledge that all services shall be performed by persons duly licensed and competent to perform such work.

PAYMENT TERMS

Compensation for services rendered under this Agreement shall be as follows.

Any undisputed past-due amounts shall accrue interest at or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Corporation Name in collecting overdue sums.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach.

Upon termination, Client shall pay for all services performed and expenses incurred through the effective date of termination, together with any non-cancellable costs reasonably incurred by Corporation Name.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" shall mean non-public information disclosed by either party 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 (a) is or becomes generally available to the public through no wrongful act of the receiving party; (b) is rightfully obtained by the receiving party from a third party without breach of an obligation of confidentiality; or (c) is independently developed by the receiving party without use of Confidential Information.

Each party shall (i) hold Confidential Information in strict confidence, (ii) use it only for performance under this Agreement, and (iii) disclose it only to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those contained herein. The parties acknowledge that a breach of this provision would cause irreparable harm and that injunctive relief is an appropriate remedy in addition to any other remedies.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which obligations shall continue as permitted by applicable law.

COMPLIANCE; REPRESENTATIONS

Corporation Name represents and warrants that it holds all professional licenses required to perform the Services and that all professional services will be provided in accordance with the applicable standard of care of the profession. Client represents that it will cooperate and provide information and access reasonably necessary for Corporation Name to perform the services.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligent performance of its obligations hereunder, except to the extent caused by the indemnitee's own negligence or willful misconduct.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth below or at such other address as a party may specify in writing. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after being mailed by certified mail, return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Corporation Name may assign to an affiliate or successor without Client consent provided Client is notified in writing.

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