Business Services Blank PSF

Business Services Blank PSF

This Business Services Professional Services Form (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services in a professional manner in accordance with industry standards; and

WHEREAS, the parties intend for this Agreement to set forth the terms and conditions under which Service Provider will provide services to Client.

1. Scope of Work

Service Provider shall provide the services and deliverables described in the Project Title and Scope below. Service Provider will perform the services in accordance with the schedule, milestones, and acceptance criteria agreed by the parties.

2. Payment Terms

Client shall pay Service Provider the fees described below in consideration for the services rendered. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing. Invoices shall be issued in accordance with the agreed schedule and are due as stated on the invoice.

Unless otherwise stated, Client is responsible for any applicable sales, use, value-added or other taxes arising from this Agreement. Service Provider shall provide reasonably detailed invoices including time, rates and expenses supporting amounts billed.

3. Term and Termination

This Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above following written notice. Either party may terminate for convenience upon providing the notice set forth above. Upon termination, Client shall pay for all services performed and approved expenses incurred through the effective date of termination and, where applicable, amounts due for non-cancellable commitments reasonably entered into by Service Provider in connection with the performance of the services.

4. Confidentiality

For purposes of this Agreement, “Confidential Information” means non-public information disclosed by one party to the other that is designated in writing as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees: (a) to hold Confidential Information of the other in strict confidence using at least the same degree of care it uses to protect its own similar confidential information but in no event less than reasonable care; (b) not to use Confidential Information except to perform its obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (i) is or becomes generally available to the public without breach of this Agreement; (ii) was lawfully in the receiving party’s possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. Receiving party may disclose Confidential Information as required by law or court order provided it gives prompt notice to the disclosing party where legally permitted and cooperates to limit the disclosure.

5. Warranties; Remedies

Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with the standards of the industry. Client’s sole and exclusive remedy for breach of the foregoing warranty will be re-performance of nonconforming services or, if Service Provider fails to re-perform within a reasonable time, a refund of fees paid for the nonconforming work. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Indemnification; Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from any third-party claims arising out of the indemnifying party’s willful misconduct or gross negligence. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND A PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT 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. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, including any attachments and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by duly authorized representatives of both parties.

9. Miscellaneous

Neither party may assign or transfer this Agreement 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. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may specify in writing.

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