Business Services PAA Agreement

Business Services PAA Agreement

This Professional Administrative and Advisory (PAA) Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

WHEREAS

WHEREAS, Service Provider is duly organized and possesses experience and expertise in providing administrative, advisory and business support services as described herein; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth in this Agreement and Service Provider is willing to provide such services under the terms and conditions contained herein.

WHEREAS, the parties intend that this Agreement govern the scope, compensation, confidentiality obligations and other terms of their business relationship.

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work. Any material change to the Scope of Work shall require prior written agreement signed by both parties.

Payment Terms

Total Fee (not inclusive of applicable taxes): $ . Client shall pay Service Provider in accordance with the following schedule:

Payments are due within days of invoice. Any undisputed past-due amounts shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower). Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in enforcing payment.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination, nor shall it relieve either party of obligations that by their nature survive termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that by its nature should reasonably be understood to be confidential. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without duty of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) use such information only to perform obligations under this Agreement, and (c) limit disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. These confidentiality obligations shall survive termination of this Agreement for a period of , except with respect to trade secrets, for which protection shall continue for as long as the information remains a trade secret under applicable law.

Independent Contractor; Insurance; Indemnity

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, agency, partnership or joint venture relationship. Service Provider shall maintain, at its expense, insurance coverage appropriate to the services performed. Service Provider shall indemnify and hold harmless Client from and against claims, liabilities, damages and expenses arising from Service Provider's gross negligence or willful misconduct. Client shall indemnify and hold harmless Service Provider from claims arising from Client's negligence or breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any litigation or dispute resolution arising out of this Agreement shall be brought exclusively in the federal or state courts located within that state, and each party hereby consents to personal jurisdiction and venue therein.

Entire Agreement; Amendments

This Agreement, including any attachments or statements of work 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 and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be an insufficient remedy for breach of confidentiality or other injunctive relief and that the non-breaching party may seek equitable relief in addition to any other remedies available at law or in equity.

Notices

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