Miscellaneous PPIS Template

MISCELLANEOUS PPIS TEMPLATE

Parties and Effective Date

Client Name:

Provider Name:

Effective Date:

Recitals

WHEREAS, Client requires certain proprietary product, process, information and/or services described in this Agreement and seeks to retain Provider to perform such services under the terms set forth herein; and

WHEREAS, Provider represents that it has the necessary expertise, personnel and authority to perform the Scope of Work and to comply with the confidentiality and compliance obligations established in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the provision, use and protection of Proprietary and Personal Information and related services under the terms of this Miscellaneous PPIS Template.

Scope of Work

Payment Terms

Total Fee: payable in accordance with the schedule below.

Invoices are due within days of invoice date. Late payments shall incur interest at or the maximum lawful rate if lower. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees for overdue amounts.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days prior written notice. Termination for material breach is immediate if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for services rendered prior to termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") marked as confidential or reasonably understood to be confidential. Receiving Party shall (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict access to those employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party except as required by law or with prior written consent of the Disclosing Party. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, was rightfully known prior to disclosure, or is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information.

Upon expiration or termination, Receiving Party shall promptly return or certify destruction of the Disclosing Party's Confidential Information, except that Receiving Party may retain one archival copy solely for compliance and recordkeeping purposes.

Representations, Warranties and Indemnity

Each party represents that it has the authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. Provider shall indemnify, defend and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct. Client shall indemnify Provider for claims arising from Client-provided materials or Client's breach of this Agreement.

Governing Law and 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 first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the governing state, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including all attachments and written statements of work incorporated by reference, 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 or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment is prohibited without prior written consent of the non-assigning party, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. If any provision is held unenforceable, the remaining provisions remain in full force and effect. Neither party will be liable for delays due to causes beyond its reasonable control.

Notices under this Agreement shall be in writing and delivered to the addresses provided above or to alternate addresses provided in writing. Notices are effective upon receipt.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them. The individuals signing below represent and warrant that they are authorized to bind their respective party.

Sign Now