Accessibility Act Compliance Template

ACCESSIBILITY ACT COMPLIANCE TEMPLATE

Effective Date:

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client operates digital properties, systems or services that are subject to accessibility obligations under applicable accessibility legislation and regulations (the "Accessibility Act"); and

WHEREAS, Service Provider represents that it has the technical expertise, personnel and methods necessary to evaluate, remediate and advise on digital accessibility issues and to provide ongoing compliance services; and

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

SCOPE OF WORK

Service Provider shall perform the services described below to assist Client in achieving and maintaining compliance with the Accessibility Act and applicable technical standards. Specific deliverables, timelines and acceptance criteria shall be as set forth in the Scope of Work field below.

Standard compliance components to be included (select applicable items and supplement in the Scope of Work):

  Accessibility Audit and Report      Remediation Plan      Developer & Content Training      Ongoing Monitoring and Support

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. Fees are exclusive of applicable taxes unless otherwise stated.

All invoices are due in accordance with the Payment Schedule. Late payments shall accrue interest at the rate specified above and Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice. Service Provider may suspend services if Client fails to pay undisputed fees when due, after providing five (5) days' written notice.

CONFIDENTIALITY

Each party acknowledges that during the course of performance it may receive Confidential Information of the other party. "Confidential Information" includes non-public technical, business and personal data, accessibility test results, remediation plans, user data and any material designated confidential. Each party shall: (a) maintain confidentiality using at least the same degree of care it uses with its own confidential information, (b) use Confidential Information solely to perform its obligations hereunder, and (c) limit disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, is independently developed without use of the other party's Confidential Information, or is required to be disclosed by law, in which case the disclosing party shall provide prompt written notice to the other party to allow it to seek protective relief.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Service Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. Client represents that it has authority to permit access to systems required for performance. Each party shall indemnify and hold harmless the other from third-party claims arising from that party's gross negligence, willful misconduct, or material breach of this Agreement; indemnification shall include reasonable costs of defense and settlement.

NOTICE

Notices shall be delivered in writing to the addresses set forth above and shall be effective upon receipt. Either party may update its notice address by written notice to the other.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any attached statements of work or schedules, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

COMPLIANCE CERTIFICATION

Service Provider certifies that to the extent of its responsibilities under this Agreement it will exercise commercially reasonable efforts to identify and remediate accessibility defects so that Client's digital properties substantially conform to the technical standards specified in the Scope of Work. Client acknowledges that absolute compliance cannot always be guaranteed and that final responsibility for on-site and third-party content rests with Client unless otherwise agreed in writing.

MISCELLANEOUS

Neither party shall assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all of its assets or equity. If any provision is held unenforceable, the remainder shall remain in full force and effect. Remedies provided herein are cumulative and not exclusive.

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