Business PSSD Document

Business PSSD Document

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

Recitals

WHEREAS, Client is engaged in the business of operating and managing business operations that require secure processing, storage and delivery of proprietary services and deliverables, and seeks to retain the Service Provider to perform specified professional services under the terms set forth herein; and

WHEREAS, Service Provider has represented that it possesses the necessary expertise, personnel, systems and licenses to provide the services described in this Agreement and will perform those services in accordance with the standards and schedules agreed by the parties; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. Parties and Contact Information

2. Scope of Work

Service Provider will perform the services described below (the "Services"). The Services shall include the tasks, milestones and deliverables set forth in the scope. Service Provider shall provide qualified personnel, materials and management necessary to complete the Services in a professional manner consistent with industry standards.

3. Payment Terms

Client shall pay Service Provider for the Services in accordance with the schedule and amounts set forth below. All amounts are in United States dollars unless otherwise specified.

Invoices are due within days of invoice receipt. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law; a late fee of will apply to any past-due balance. Disputed amounts must be notified in writing within ten (10) business days of receipt of invoice.

4. Term and Termination

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 convenience upon written notice of days to the other party. Either party may terminate for uncured material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligation to pay for Services performed through the effective date of termination, including any reasonable wind-down costs pre-approved by Client.

5. Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving 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 includes trade secrets, business plans, technical data, product roadmaps, code, customer lists and pricing.

The Receiving Party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is lawfully received from a third party without breach of any obligation of confidentiality; (iii) was known to the Receiving Party prior to disclosure as evidenced by written records; or (iv) is independently developed without use of the Disclosing Party's Confidential Information as shown by written records. If the Receiving Party is compelled by law to disclose Confidential Information, it shall give the Disclosing Party prompt notice and cooperate in any protective action.

Confidentiality obligations shall survive termination of this Agreement for a period of from the date of termination, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

6. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools used to perform the Services. Upon full payment of fees due, Service Provider shall grant Client a worldwide, non-exclusive, perpetual license to use the deliverables specifically identified in the accepted Scope of Work for Client's internal business purposes. Modifications, derivative works and improvements developed specifically for Client in connection with this Agreement shall be addressed as set forth in the Scope of Work.

7. Warranties; Limitation of Liability

Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

8. 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 shall attempt in good faith to resolve disputes promptly by negotiation. If negotiations fail, the parties agree that any unresolved controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration in the county where Client's principal place of business is located, unless the parties agree otherwise in writing.

9. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous Provisions

Assignment: Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and sent to the contact information set forth in Section 1. Severability: If any provision is found unenforceable, the remainder shall remain in full force and effect.

Acknowledgment

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement, and that the person signing below is authorized to bind the respective party.

Sign Now