Business Project CPS-PJ Document

Business Project CPS-PJ Document

Parties

Recitals

WHEREAS, Client Name: desires to engage Contractor Name: to perform the services and deliverables described in this document (the "Project");

WHEREAS, Contractor represents that Contractor has the skill, experience, personnel and resources necessary to perform the Scope of Work; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform the Project and be compensated therefor.

Scope of Work

Contractor shall perform the services and deliverables described below in accordance with the milestones, specifications, and acceptance criteria agreed by the parties. Any change to scope that materially affects cost or schedule must be documented and approved in writing by both parties.

Payment Terms

Total Project Fee:

Invoices shall be submitted by Contractor in accordance with the schedule above and are payable within days of invoice date. Unpaid amounts shall accrue interest at a rate of , or the maximum rate permitted by law, whichever is lower.

Wire transfer Check Card or electronic payment

Term and Termination

The term of this Agreement commences on and, unless earlier terminated in accordance with this Agreement, terminates on (the "Term").

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within 15 days after written notice of breach, or immediately for insolvency, assignment for benefit of creditors, or commencement of bankruptcy proceedings.

Confidentiality

"Confidential Information" means non-public business, technical or financial information disclosed by a disclosing party to a receiving party, whether disclosed orally, in writing or by inspection, 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. Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to any third party except to those employees, contractors and advisors who need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is (i) or becomes generally available to the public without breach of this Agreement; (ii) known to receiving party at the time of disclosure without restriction; (iii) rightfully received from a third party free of restriction; or (iv) independently developed without use of Confidential Information. Upon termination, receiving party shall promptly return or destroy Confidential Information and certify such return or destruction upon request.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

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 will attempt in good faith to resolve disputes through negotiation prior to initiating any litigation; nothing in this provision prevents a party from seeking injunctive relief in a court of competent jurisdiction to protect its Confidential Information or other irreparable harm.

Entire Agreement; Amendment

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

Miscellaneous

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or to a purchaser of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for reference only and shall not affect interpretation.

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