Business Services PSSAR Document

BUSINESS SERVICES PSSAR DOCUMENT

Parties

Recitals

WHEREAS, Client Name: (hereafter "Client") requires certain business services as described below; and

WHEREAS, Service Provider Name: (hereafter "Provider") possesses the qualifications, personnel, and capacity to perform such services; and

WHEREAS, the parties desire to set forth their respective rights and obligations in relation to the business services to be provided under this Business Services PSSAR Document (the "Agreement").

Scope of Work

Provider shall perform the services described below in a professional, timely, and workmanlike manner consistent with industry standards. The parties acknowledge that the description below defines the essential tasks, deliverables, and acceptance criteria.

Payment Terms

Client shall pay Provider for services performed in accordance with the schedule and amounts specified below. All amounts are payable in lawful currency unless otherwise agreed in writing.

Invoices shall be submitted to the billing contact and are payable within the payment due days above. Late payments shall accrue interest at the late fee rate above, calculated on a daily basis from the invoice due date until paid in full. Provider may suspend performance if invoices are unpaid after fifteen (15) days' written notice, without prejudice to other remedies.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following delivery of written notice describing the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination, including reasonable wind-down costs.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is 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 excludes information that: (a) is or becomes publicly known without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates to seek protective measures.

Each party shall: (i) maintain the other's Confidential Information in strict confidence; (ii) use Confidential Information only for performance under this Agreement; and (iii) restrict access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement. Upon termination or written request, recipient shall promptly return or destroy Confidential Information and certify in writing the destruction.

Subcontracting and Assignment

Provider shall not assign or subcontract material performance of its obligations under this Agreement without Client's prior written consent, such consent not to be unreasonably withheld. Provider remains fully responsible for the acts and omissions of any approved subcontractors.

Warranties and Limitations

Provider warrants that Services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the courts located within that jurisdiction for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any schedules and exhibits 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, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier, to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section.

Acceptance

The undersigned authorized representatives of the parties have read, understand, and agree to be bound by the terms and conditions of this Agreement. Execution by electronic signature or facsimile transmission shall have the same effect as execution of an original document.

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