Business Services PTS

Business Services PTS

This Professional Technical Services Agreement ("Agreement") is made effective as of by and between Client Name: , Client Address: , and Service Provider: , Service Provider Address: .

WHEREAS

WHEREAS, Client requires professional technical services to plan, implement and support certain business systems and processes identified in this Agreement; and

WHEREAS, Service Provider represents that it has the personnel, expertise, and resources necessary to perform the services described herein and is willing to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises below, the parties agree as follows:

1. Scope of Work

2. Payment Terms

Payment Amount: USD.

One-time payment upon acceptance of deliverables
Monthly retainer invoiced in arrears
Milestone-based payments as defined in Scope of Work

Invoices shall be payable within days from invoice date. Payment method: .

Late Fee: Overdue amounts shall accrue interest at a rate of % per month, or the maximum lawful rate if lower. Client is responsible for reasonable collection costs, including attorneys' fees, for amounts not timely paid.

3. Term and Termination

Term Commencement Date:    Term Expiration Date: .

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

Upon termination, Client shall pay Service Provider for all work performed through the effective date of termination and for reasonable, documented costs incurred in winding down services.

4. Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement. Confidential information includes technical, business, financial and customer information, but excludes information that is (i) publicly known through no fault of the Receiving Party, (ii) lawfully received from a third party without confidentiality obligation, or (iii) independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The obligations in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

5. Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property, tools, methods, and know-how. Subject to Client's payment in full, Service Provider assigns to Client all right, title and interest in and to work product created specifically for Client under this Agreement, excluding Service Provider's pre-existing materials and general skills and know-how.

6. Representations; Warranties; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

7. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. Notices are effective upon personal delivery, delivery by nationally recognized overnight courier, or three (3) business days after deposit in certified mail, postage prepaid.

8. 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. The parties agree that exclusive jurisdiction and venue for disputes arising under this Agreement shall be in the state or federal courts located in the same state.

9. Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder of the Agreement will continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership or employment relationship between them.

Counterparts: This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Electronic signatures are valid and binding.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.

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