Business PVR Document

BUSINESS PVR DOCUMENT

This Business PVR Document ("Agreement") is made and entered into on by and between Client Name: with principal address at , and Service Provider Name: with principal address at .

WHEREAS

WHEREAS, Client engages Provider to perform business performance verification, reporting, and validation services as described in this Agreement for the purpose of measuring, verifying, and documenting project results and variances;

WHEREAS, Provider represents that it has the professional qualifications, personnel and resources necessary to perform the services in a timely and workmanlike manner and will follow accepted industry standards in performing verification and reporting; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, payment, confidentiality and governing law applicable to the services provided under this Agreement.

SCOPE OF WORK

Provider shall perform the services described above and deliver written PVR reports and supporting documentation ("Deliverables") in accordance with the schedule and milestones set forth herein. Deliverables shall include data sources, methods of verification, variance analysis, and recommendations reasonably necessary for Client to rely upon the results.

PAYMENT TERMS

Unless otherwise specified in the Payment Schedule, all payments are due within thirty (30) days of Provider's invoice. Overdue amounts shall accrue interest at the rate specified in the Late Payment Fee above, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred in collecting delinquent amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within ten (10) business days after receiving written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and Deliverables provided through the effective date of termination.

CONFIDENTIALITY

The parties acknowledge that in connection with this Agreement each may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

Each party agrees to: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least 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 third parties except to the extent necessary to perform this Agreement or as required by law, provided that the receiving party gives prompt notice to the disclosing party when disclosure is compelled so the disclosing party may seek protective measures.

Mutual confidentiality obligations apply

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents and warrants that it has the authority to enter into this Agreement. Provider warrants that services will be performed in a competent and professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

NOTICES

Notices shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as a party designates by written notice. Notices shall be effective upon receipt.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.

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