Business RPCS Template

BUSINESS RPCS TEMPLATE

This Business RPCS Template (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name is engaged in the operation of its business and desires to obtain certain professional services relating to RPCS (requirements, planning, consulting, and support) from Service Provider Name; and

WHEREAS, Service Provider Name possesses the experience, personnel, and technical capability to perform such services and is willing to provide those services to Client Name upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. SCOPE OF WORK

Service Provider Name shall provide the services described below in accordance with the timelines and deliverables specified. Service Provider agrees to perform the services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

All invoices delivered by Service Provider shall be payable within days of receipt, unless otherwise expressly agreed in writing. Payments shall be made in the currency specified as: .

If Client Name disputes any invoice in good faith, Client shall provide written notice of dispute within ten (10) days of receipt. Parties shall cooperate to resolve disputed amounts promptly; undisputed portions shall remain due and payable.

3. TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue in effect until , unless earlier terminated as set forth herein.

Either party may terminate this Agreement for cause upon material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party relating to business operations, systems, technical data, trade secrets, pricing, customer lists, or other information that a reasonable person would understand to be confidential. Confidential Information excludes information that (a) is or becomes publicly available through no breach of this Agreement; (b) was already lawfully known to the receiving party; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without reference to the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) 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 (iii) 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 no less restrictive than those herein. Compelled disclosures required by law shall be preceded by prompt notice to the disclosing party when permitted.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client shall retain ownership of all pre-existing Client intellectual property. Service Provider shall retain ownership of its pre-existing tools, methodologies, templates and know-how. To the extent Service Provider creates new deliverables specifically for Client under this Agreement, ownership of such Client-specific deliverables shall vest in Client upon payment in full; Service Provider shall retain the right to use general skills and knowledge acquired during performance.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims arising from its gross negligence or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, special, incidental, or consequential damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, statements or communications, whether oral or written. Any modification or waiver must be in a writing signed by an authorized representative of each party.

9. NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or agency relationship. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or successor in interest.

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