PFA Document Template

PFA DOCUMENT TEMPLATE

This Professional Services and Fee Agreement (the Agreement) is entered into as of (Effective Date) by and between (Provider) and (Client).

WHEREAS

WHEREAS, Provider maintains expertise in professional advisory, consulting, or other services as described below and is duly qualified to perform such services under this Agreement; and

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective responsibilities, payment terms, confidentiality obligations, and other material provisions governing the engagement.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work shall require prior written approval signed by authorized representatives of both parties and shall be documented as an amendment to this Agreement.

PAYMENT TERMS

Unless otherwise specified in the Payment Schedule, payments are due within days of invoice. Provider shall invoice Client in accordance with the Payment Schedule. Client shall pay invoices by the deadlines stated in this Agreement.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs, including attorneys' fees. A late fee of may be applied to overdue invoices in addition to interest.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

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 days after receiving written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver any work in progress and reasonably cooperate to effect an orderly transition of services.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form 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.

The Receiving Party shall (a) hold the Confidential Information in strict confidence, (b) use the Confidential Information solely for the purposes of performing obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are subject to confidentiality obligations no less protective than those herein. The obligations of confidentiality shall continue for years following the termination or expiration of this Agreement, except as otherwise required by law.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) was publicly available at the time of disclosure, (ii) becomes publicly available through no fault of the Receiving Party, (iii) was demonstrably known to the Receiving Party prior to disclosure, or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. If the Receiving Party is required by law to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice and cooperate to seek protective measures.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or infringement of third-party intellectual property rights, neither party shall be liable to the other for indirect, special, incidental, consequential, or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party arising under or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the six (6) months prior to the event giving rise to the claim.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written attachments and amendments signed by both parties, 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. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other in accordance with this section. Notice shall be deemed given upon delivery by hand, upon receipt of confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable. No waiver of any breach of this Agreement shall constitute a waiver of any other breach.

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