Business PSR Document

BUSINESS PSR DOCUMENT

This Business PSR Document (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 professional services, reporting, and periodic service reviews (collectively, "PSR Services") described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform such PSR Services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the scope, payment, performance, confidentiality, reporting, and termination of the PSR Services.

PARTIES

SCOPE OF WORK

Service Provider will perform PSR Services described below. Deliverables, acceptance criteria, and reporting frequency shall be set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider for the PSR Services in accordance with the amounts and schedule set forth below. All fees are exclusive of taxes unless otherwise specified.

Late Payment: Amounts not paid within days after the due date shall accrue interest at the lesser of (a) % per month or (b) the maximum permitted by law. Client shall also reimburse reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, expires on End Date: .

Either party may terminate this Agreement for convenience upon written notice of not less than days. Either party may terminate for material breach if the breach is not cured within 30 days after receipt of written notice specifying the breach. Termination does not relieve Client of its obligation to pay for Services rendered and reasonable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other party ("Recipient") 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. Confidential Information includes, without limitation, financial data, business plans, technical data, customer lists, pricing, processes, and PSR reports.

Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) limit disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that (i) is or becomes publicly available through no fault of Recipient; (ii) was known to Recipient prior to disclosure, as evidenced by written records; (iii) is rightfully received from a third party without breach of a confidentiality obligation; or (iv) is independently developed by Recipient without use of Confidential Information.

The obligations of confidentiality survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

Service Provider shall maintain commercial general liability and professional liability insurance of types and limits reasonably appropriate to the Services. Each party agrees to indemnify, defend and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct. EXCEPT FOR A PARTY'S LIABILITY FOR WILLFUL MISCONDUCT, INFRINGEMENT, OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

NOTICES

All notices must be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon personal delivery, three (3) days after deposit in certified mail, return receipt requested, or one (1) day after delivery to an overnight courier.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or related to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS PROVISIONS

Relationship of the Parties: Service Provider is an independent contractor and shall not be deemed an employee, agent, or partner of Client. Service Provider shall be solely responsible for all employment taxes and benefits for its personnel. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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