Business PST Document

Business PST Document

This Business PST Document (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: with principal address:

and Client Name: with principal address:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services, including but not limited to consulting, implementation and advisory services, and has the capacity and expertise to provide the services described in this Agreement;

WHEREAS, Client desires to engage Service Provider to perform the services set forth herein and Service Provider is willing to perform such services under the terms and conditions of this Agreement;

WHEREAS, the parties wish to document their agreement regarding service scope, payment, treatment of applicable provincial sales tax (PST), confidentiality and other terms in a single integrated contract.

Scope of Work

Payment Terms

Total Fee: . All fees are expressed in local currency and exclude any applicable taxes unless otherwise stated below.

Invoices are due within days of invoice receipt. Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law), computed monthly from the invoice due date until paid in full. Client shall also reimburse Service Provider for reasonable collection costs.

Payment Method:

Sales Tax (PST) Treatment

The parties agree that provincial sales tax (PST), where applicable, shall be applied in addition to the Total Fee. Service Provider: will collect PST will not collect PST (Client is responsible if required by law)

If Service Provider collects PST, PST Registration Number: . PST rate applied to invoices:

Term and Termination

Term Start Date: and Term End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice of such breach. Termination for insolvency, bankruptcy or assignment for the benefit of creditors shall be immediate.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for the performance or enforcement of this Agreement; and (c) limit disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes generally known through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prior notice where legally permitted.

Confidentiality obligations shall survive termination of this Agreement for a period of years.

Representations and Remedies

Each party represents that it has full power and authority to enter into this Agreement. In the event of an actual or threatened breach of confidentiality or misuse of intellectual property, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflicts of law principles.

Entire Agreement

This Agreement, including any attachments or exhibits and any statements of work executed under this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets. The invalidity or unenforceability of any provision shall not affect the validity of the remaining provisions.

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