Business PSA Package

Business PSA Package

Parties and Effective Date

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

WHEREAS

WHEREAS, Client requires professional services in connection with the business activities described in the Scope of Work below; and

WHEREAS, Provider represents that it has the necessary skill, experience, and resources to perform such services and agrees to perform services for Client in accordance with the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

Provider shall perform the services and deliverables described in the Scope of Work. The Scope of Work sets forth the nature of services, deliverables, milestones, and acceptance criteria.

Payment Terms

In consideration for Provider's performance, Client shall pay Provider the fees and expenses set forth below. All amounts are payable in lawful currency of the United States unless otherwise stated.

Deposit or initial payment (if any): . Payments due within days of invoice unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of on the outstanding balance, and Client shall reimburse Provider for all collection costs, including reasonable attorneys' fees, subject to applicable law.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver all work in progress and Client shall have no obligation to pay for any speculative or non-deliverable work not accepted under the Acceptance criteria.

Confidentiality

Each party (the "Receiving Party") agrees to hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted by this Agreement. "Confidential Information" means proprietary information disclosed in any form 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.

The confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party receives prompt notice and assistance in seeking a protective order.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, perpetual, worldwide license to use deliverables provided under this Agreement for Client's internal business purposes upon full payment. Provider retains ownership of Provider's pre-existing materials and tools, but grants Client a license to any incorporated materials to the extent necessary for Client's use of the deliverables.

Representations; Independent Contractor

Each party represents that it has the authority to enter into this Agreement. Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture, or agency relationship.

Limitation of Liability and Indemnification

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's breach of this Agreement or its negligent acts or omissions.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive venue for any action arising out of this Agreement shall be the state or federal courts located in that State.

Entire Agreement; Amendment

This Agreement, including any attachments and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other in accordance with this section. Notices shall be deemed given upon delivery by hand, certified mail, or confirmed electronic transmission.

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 this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger, sale of substantially all assets, or corporate reorganization.

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