Business Services PPSB

Business Services PPSB

This Business Services PPSB Agreement (the Agreement) is entered into as of Effective Date: by and between:

Client Name: , Client Address:

Service Provider Name: , Provider Address:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider represents that it has the experience and ability to perform such services in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the allocation of duties, compensation, confidentiality and other rights and obligations associated with the provision of such services under a professional, performance-oriented arrangement (the PPSB arrangement); and

WHEREAS, the parties agree that deliverables, acceptance criteria, fees and remedies for non-performance will be set forth in the Scope of Work and Payment Terms sections below.

Scope of Work

Payment Terms

Total Fee (not including reimbursable expenses): $

Late Payment Fee: A late fee of per month (or the maximum permitted by law) will be applied to any invoice not paid within days of invoice date.

Term and Termination

Term Start Date: . Term End Date or Projected Completion Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for cause is permitted where the non‑breaching party provides written notice of breach and a thirty (30) day opportunity to cure, unless the breach is incapable of cure or the parties otherwise agree in writing.

Confidentiality

Each party (Recipient) will keep confidential all non-public, proprietary or business-sensitive information disclosed by the other party (Discloser) that is clearly designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Recipient shall not use Confidential Information except as necessary to perform its obligations under this Agreement and shall 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 protective than those set forth herein.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly known through no wrongful act of the Recipient; (b) is already known to Recipient at the time of disclosure without obligation of confidentiality; (c) is independently developed by Recipient without reference to Discloser’s Confidential Information; or (d) is required to be disclosed by law, regulation, or valid order of a court or governmental authority, provided Recipient gives Discloser prompt written notice and cooperates with Discloser to seek a protective order or other appropriate remedy.

Yes, Confidentiality terms apply to this engagement

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or indemnification obligations, neither party will be liable to the other for consequential, incidental, special or punitive damages, and aggregate direct liability of each party will not exceed the total fees paid or payable to Service Provider under this Agreement for the six (6) month period preceding the claim.

Insurance and Compliance

Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services performed, including, where applicable, professional liability and general liability insurance, and shall comply with all applicable laws, regulations and industry standards in performing services under 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 choice of law principles.

Entire Agreement; Amendments

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

Notices

Acknowledgements

The undersigned represent and warrant that they have full authority to enter into this Agreement on behalf of the party they represent and that all corporate, limited liability company or other organizational actions necessary to authorize execution of this Agreement have been taken.

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