Business PSA Document

Business Professional Services Agreement (PSA)

This Business Professional Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to engage Service Provider to perform the professional services described herein and Service Provider has the expertise, personnel and resources to perform such services; and

WHEREAS, the parties intend for this Agreement to set forth the terms and conditions under which Service Provider will provide services to Client, including scope, fees, schedule and confidentiality obligations; and

WHEREAS, the parties agree that the timely and satisfactory performance of the services is essential to the business interests of both parties and desire to allocate risks, responsibilities and remedies as set forth below.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below (the Services). The Services shall be performed in accordance with the milestones, specifications and acceptance criteria set forth in this Section.

Payment Terms

In consideration for performance of the Services, Client shall pay Service Provider the fees set forth below pursuant to the schedule and conditions described. All fees are exclusive of taxes, unless otherwise stated.

Service Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, all undisputed invoices are due within 30 days of receipt. Disputed amounts must be notified in writing within 15 days of invoice receipt and both parties shall act in good faith to resolve any dispute.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within Cure Period (days): after receipt of written notice specifying the breach.

Either party may terminate this Agreement for convenience upon prior written notice to the other party of Notice Period (days): provided that Client shall pay for all Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed. Each party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and materials created specifically for Client under this Agreement (Work Product) shall be considered works made for hire and ownership shall vest in Client upon full payment of all fees due. Service Provider retains the right to use general skills, know-how and non-confidential methodologies developed prior to or during performance of the Services.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for a party's indemnification obligations or liability for death or personal injury resulting from its negligence, neither party's aggregate liability for any claim arising out of or related to this Agreement shall exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Independent Contractor

Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider shall be solely responsible for all compensation, benefits, taxes and withholdings for its personnel. Nothing in this Agreement shall create a joint venture or partnership.

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. Exclusive jurisdiction and venue for any dispute shall be in the state and federal courts located in that state, unless the parties agree in writing to arbitration.

Entire Agreement

This Agreement, together with any exhibits, attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings 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.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices are effective upon receipt.

General Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach. The parties acknowledge that they have had an opportunity to review this Agreement with counsel.

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