Business Services PSSR

Business Services PSSR

Effective Date:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform business services and reporting described herein, and Service Provider has the skill, experience, and capacity to provide such services on the terms and conditions set forth in this Agreement.

WHEREAS, the Parties wish to set forth the scope, deliverables, payment terms, confidentiality obligations, and other contractual provisions governing the provision of services commonly referenced as a Post-Service Status and Summary Report (PSSR) and related business support.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Invoicing: Service Provider shall submit invoices to Client specifying work performed, deliverables provided, and amounts due. Client shall pay undisputed invoices within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. Client agrees to reimburse Service Provider for reasonable collection costs, including attorneys' fees, if payment is not made when due.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and deliverables accepted through the effective date of termination, together with any non‑cancellable commitments made in good faith by Service Provider prior to termination.

CONFIDENTIALITY

Each Party shall hold in confidence and not disclose or use any Confidential Information of the other Party except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information marked or disclosed as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

The obligations in this section shall not apply to information that is (a) or becomes publicly available through no breach by the receiving Party, (b) was rightfully known to the receiving Party without restriction prior to disclosure, (c) is disclosed to the receiving Party by a third party not subject to confidentiality obligations, or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

Acknowledgement: The Parties acknowledge and agree to the confidentiality obligations set forth above.

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 laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for all taxes and benefits applicable to its personnel.

Assignment: 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, sale of substantially all assets, or change of control.

Remedies: Except as set forth herein, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules, and attachments hereto, 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. Any modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

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