Business App Pages Template

Business App Pages Template

This Business App Pages Template (the "Agreement") is entered into by the parties identified below for the design, development and delivery of application pages and related services under the terms set forth herein.

Client Name:    Client Address:

Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client wishes to retain Service Provider to design, develop and deliver specified application pages, user interface components and associated documentation (collectively, the "Services"); and

WHEREAS, Service Provider has represented that it has the qualifications, experience and technical expertise to provide the Services and will perform the Services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services, deliverables, payment and other material matters in this Agreement.

SCOPE OF WORK

Service Provider will provide the Services described below. The description shall specify page templates, components, interactions, and acceptance criteria. All work shall conform to the specifications and schedules set forth.

DELIVERABLES AND ACCEPTANCE

Deliverables will be provided in the format and milestones described in the Scope of Work. Client will review each deliverable within the acceptance period and may reject non-conforming items consistent with the Acceptance Criteria.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses as set forth below. All amounts are due in U.S. dollars unless otherwise stated. Invoice disputes must be asserted in writing within ten (10) days of receipt; undisputed portions remain payable.

Late payment shall accrue interest at % per month on the outstanding balance, or the maximum permitted by applicable law, whichever is lower.

Service Provider may invoice reasonable, pre-approved out-of-pocket expenses in addition to fees.

TERM AND TERMINATION

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

Start Date:

End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period. Termination shall not relieve Client of the obligation to pay for Services performed and accepted prior to termination nor for work-in-progress reasonably necessary to effect an orderly transition.

CONFIDENTIALITY

Each party shall protect Confidential Information of the other party and shall not disclose such information to any third party except as necessary to perform the Services or as required by law. Confidential Information includes technical materials, designs, code, customer data, pricing and business plans. The obligations of confidentiality survive termination for a period of three (3) years, or as otherwise required by applicable law for trade secrets.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use the delivered final page templates and assets for Client's business purposes upon full payment. Service Provider retains ownership of pre-existing tools, libraries and know-how. Any custom source code or designs created for Client will be assigned to Client upon payment, subject to any third-party licenses disclosed in writing.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the Services will be performed with reasonable skill and care in accordance with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS." NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising from this Agreement.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work, 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 written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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