Business Services PCDS

BUSINESS SERVICES PCDS

This Business Services PCDS Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional consulting, data services, and productized delivery solutions and possesses the competence and experience required to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain business services and deliverables under the terms set forth herein, and Service Provider is willing to perform such services for Client on the terms and conditions of this Agreement; and

WHEREAS, the parties intend this Agreement to memorialize the rights and obligations of each party with respect to the services to be provided, payment, confidentiality, and other material terms.

Scope of Work

Service Provider shall perform the services and deliverables described below (the "Services"). The Services shall be performed in a professional manner consistent with industry standards and as required to achieve the agreed deliverables.

Payment Terms

Client shall pay Service Provider for the Services as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be issued by Service Provider in accordance with the Payment Schedule and are due net days from invoice date. Client shall pay all undisputed amounts by the due date.

Any overdue amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall pay a late fee of (monthly), plus any reasonable costs of collection.

Expenses and Taxes

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services. All amounts payable under this Agreement are exclusive of taxes; Client shall be responsible for any sales, use, value-added or similar taxes, except for taxes based on Service Provider's net income.

Term and Termination

The term of this Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended date of termination. Upon termination, Client shall pay Service Provider for Services performed and reasonable non-cancellable expenses incurred through the effective date of termination.

Either party may terminate for material breach if the breaching party does not cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall be without prejudice to any other remedies available at law or in equity.

Confidentiality

"Confidential Information" means non-public information disclosed by either party to the other which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Representations; Warranties; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with customary industry standards. Except as expressly set forth herein, Services are provided "AS IS" and Service Provider disclaims all other warranties, express or implied. Each party shall indemnify and hold harmless the other party from third-party claims arising from its negligence or willful misconduct in performance of its obligations under this Agreement.

Limitation of Liability

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or payment obligations, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement; if the parties cannot resolve a dispute within sixty (60) days, either party may pursue any available legal or equitable remedy.

Entire Agreement; Amendments

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

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision is held invalid, the remaining provisions shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses set forth below.

Entity Type

Service Provider entity type: Individual Corporation LLC Partnership

Client entity type: Individual Corporation LLC Partnership

Acceptance

Deliverables shall be accepted by Client in writing within the acceptance period specified in the Scope of Work. If Client fails to provide timely acceptance testing results in accordance with the Scope of Work, deliverables will be deemed accepted.

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