Custom Business MPP

Custom Business MPP

This Master Professional Partnership Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires professional services and project management support to accomplish the business objectives described in this Agreement; and

WHEREAS, Service Provider has represented that it has the skills, personnel, and capacity to perform such services and desires to provide those services under the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

Scope of Work

Deliverables shall include the items and milestones set forth in the Scope of Work and any mutually executed statements of work. Service Provider will perform services in a professional manner consistent with industry standards and shall provide periodic progress reports as reasonably requested by Client.

Payment Terms

Invoices are due and payable within days of receipt unless otherwise stated in a written invoice. Payment shall be made in lawful currency to the account or address specified by Service Provider.

Late payments will accrue interest at a rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by law, whichever is lower. Client is responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider to obtain payment.

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 immediately for material breach if the breach is not cured within days after written notice of such breach. Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party ("Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information of the other party ("Disclosing Party") disclosed in connection with this Agreement, whether oral, written, or electronic, 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"). Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, or advisors who have a need to know provided such persons are bound by confidentiality obligations no less protective than those in this Agreement. Upon termination or written request, the Receiving Party will return or destroy the Disclosing Party's Confidential Information, except to the extent retention is required by law, in which case the information shall remain subject to the confidentiality obligations herein.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property and tools. To the extent Service Provider creates deliverables specifically for Client under this Agreement ("Work Product"), ownership of Work Product shall transfer to Client upon full payment for the related services; provided, however, that Service Provider retains a non-exclusive, worldwide, royalty-free license to use ideas, know-how, and general skills learned or developed in performing the services, except for Client Confidential Information or Client-owned intellectual property.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct, personal injury, or breach of confidentiality or intellectual property ownership provisions, each party's aggregate liability to the other shall be limited to the total amount paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be submitted to binding arbitration before a single arbitrator in the county of the governing state, unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, including any exhibits and statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor to substantially all of its business by merger or sale of assets. The parties are independent contractors; nothing in this Agreement creates an employment, partnership, or joint venture relationship.

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