Pittsburgh Business Services Agreement

Pittsburgh Business Services Agreement

This Business Services Agreement (the "Agreement") is entered into as of by and between Client Name: with principal address: , and Service Provider Name: with principal address: .

Recitals

WHEREAS, Client requires certain business services described herein, including but not limited to consulting, project coordination, and deliverable development for operations in and around Pittsburgh; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform such services and desires to perform those services for Client under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

Payment Terms

Fees: Client shall pay Provider a total fee of $ for the services described in this Agreement, subject to the Payment Schedule below.

Invoices: Provider will submit invoices in accordance with the Payment Schedule. All invoices are due and payable within days of the invoice date.

Late Payment: Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Provider may assess a late fee of $ for each delinquent invoice, provided such fee is permitted by applicable law.

Taxes: All fees are exclusive of sales, use, value-added, or other taxes. Client shall be responsible for any taxes imposed on amounts payable hereunder, other than taxes based on Provider's net income.

Term and Termination

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice identifying the breach.

Effect of Termination: Upon termination, Provider shall invoice Client for any fees and expenses incurred through the effective date of termination. Client shall pay all undisputed amounts within the invoice terms. Within ten (10) days of termination, each party shall return or destroy Confidential Information of the other party in its possession, except as required by law or as reasonably necessary to wind down work under this Agreement.

Confidentiality

Definition: "Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed by one party to the other, whether disclosed orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (i) publicly known through no breach of this Agreement; (ii) already known to the receiving party without restriction at the time of disclosure; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the disclosing party's Confidential Information.

Obligations: The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Duration: Confidentiality obligations with respect to Confidential Information shall continue for following the termination or expiration of this Agreement, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Allegheny County, Pennsylvania for resolution of any disputes arising under this Agreement.

Entire Agreement; Miscellaneous

Entire Agreement: This Agreement, including all schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, relating to the subject matter hereof. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Independent Contractor: Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship between the parties. Provider is responsible for all federal, state, and local taxes arising from payments made under this Agreement.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets or a merger or change of control.

Sign Now