Business PT Document Template

BUSINESS PT DOCUMENT TEMPLATE

This Business Agreement (the Agreement) is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client operates and manages business activities described as and requires services in furtherance of such activities;

WHEREAS, Provider possesses expertise and resources to perform the services set forth in this Agreement and agrees to provide such services to Client under the terms and conditions herein; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality and other material terms governing their relationship.

Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Any changes to the scope must be documented and signed by both parties.

Payment Terms

Client shall pay Provider the fees and expenses as set forth below in consideration for the services performed. Provider shall submit invoices in accordance with the schedule below.

Late payments shall accrue a charge equal to per month on any unpaid balance, or a fixed fee of whichever is greater, plus reasonable collection costs.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the Disclosing Party). Confidential Information includes business plans, customer data, pricing, trade secrets, technical information and other information designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

The confidentiality obligations set forth herein shall remain in effect for a period of from the date of disclosure, except to the extent a longer period is required for trade secrets under applicable law. Confidential Information does not include information that: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure; or (c) is rightfully received from a third party without breach of any obligation of confidentiality.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If unresolved, disputes shall be resolved by the courts located within the county where the governing law applies, and each party consents to personal jurisdiction and venue in those courts.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full authority to enter into this Agreement. Provider represents that services will be performed with reasonable skill and care in accordance with professional standards. Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, costs and expenses arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Assignment and Amendment

Neither party may assign or transfer this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes the assigning party's obligations. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Entire Agreement

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral, relating to the subject matter hereof.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that each has had the opportunity to review this Agreement and consult legal counsel prior to execution.

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