Miscellaneous PI Template

MISCELLANEOUS PI TEMPLATE

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client requires certain professional services and deliverables related to the project described as: Project Name: (the "Project"); and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services identified in this Agreement in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the Project for Client.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below. The Scope of Work below is incorporated into this Agreement and may be amended only by written Change Order signed by both parties.

Payment Terms

Client agrees to pay Service Provider for services performed under this Agreement in accordance with the fee schedule below. All amounts are stated in the parties' currency unless otherwise noted.

Service Provider shall submit invoices to Client. Payment is due within days of receipt of invoice. Late payments will bear interest at (or the maximum rate permitted by law if less).

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

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 that is not cured within 15 days after written notice of breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential. Receiving Party shall (i) use Confidential Information only to perform obligations under this Agreement; (ii) 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 to protect it on terms at least as restrictive as this Agreement; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is (a) or becomes publicly known through no breach by Receiving Party, (b) rightfully received from a third party without restriction, (c) independently developed by Receiving Party without use of Confidential Information, or (d) required to be disclosed by law or court order, provided Receiving Party gives prompt notice and seeks protective relief.

Intellectual Property; Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use the final deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing intellectual property and general methodologies. If the parties intend full assignment of copyrights or other proprietary rights, such assignment must be set forth in a written amendment signed by both parties.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its gross negligence or willful misconduct. Except for liability arising from a party's breach of its confidentiality obligations or indemnification obligations, neither party's aggregate liability for any claim arising under or in connection with this Agreement shall exceed the total amount actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages.

Assignment and Subcontracting

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 to a successor in connection with a merger, acquisition or sale of substantially all of its assets. Service Provider may subcontract portions of the work provided that Service Provider remains responsible for performance of all obligations hereunder.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or reputable courier, and shall be effective upon receipt.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes.

This Agreement, including all exhibits and schedules attached 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 oral or written. Any amendment to this Agreement must be in writing and signed by an authorized representative of each party.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship.

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