Business ASR Release Form

Business ASR Release Form

This Business ASR Release Form (the "Agreement") is entered into between:

Effective Date: . ASR Reference/Project ID:

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain ASR-related services and to obtain associated deliverables as described in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, systems and authority to perform the services described herein and to provide releases, waivers and assignments limited by the terms of this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of work, payment obligations, release of claims related to the ASR engagement, and other binding terms.

Scope of Work

Provider shall perform the services and deliverables described below. The description must include the specific Automated Speech Recognition or related service activities, deliverable formats, performance standards, and acceptance criteria.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for Provider's performance of the Scope of Work.

Unless otherwise agreed in writing, invoices submitted by Provider are due within days of invoice date. Late payments shall incur interest at a rate of or the maximum allowed by law, whichever is less. Client agrees to reimburse Provider for reasonable collection costs and attorneys' fees for overdue amounts.

Term and Termination

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

Start Date: . End Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately upon written notice for material breach if the breach remains uncured for days after receipt of written notice. Termination does not relieve Client of payment obligations for services performed and non-cancellable commitments incurred prior to the effective date of termination.

ASR Release and Waiver

Upon full payment of all amounts due under this Agreement and satisfaction of any specified acceptance criteria, Client hereby irrevocably and unconditionally releases and forever discharges Provider, its affiliates, officers, directors, employees, contractors and agents from any and all claims, demands, liabilities, causes of action, losses, costs and expenses (including attorneys' fees) whether known or unknown, arising out of or in connection with Provider's performance of the Scope of Work, except for claims arising from Provider's gross negligence or willful misconduct.

The parties acknowledge that this release is a material inducement to Provider to perform the obligations under this Agreement and that the release is intended to be construed broadly to bar any claims related to the ASR engagement through the release effective date.

Confidentiality

Each party (the "Recipient") shall keep confidential all non-public, proprietary or business information disclosed by the other party (the "Discloser") that is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall protect it with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of Recipient; (ii) is rightfully received from a third party without restriction; (iii) was already rightfully in Recipient's possession; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information as required by law, provided Recipient gives prompt written notice and cooperates with Discloser regarding any protective measures.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) to the extent arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement of such claim, subject to the indemnified party's right to participate at its own expense.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices to the parties shall be in writing and delivered to the addresses set forth above (or to such other address as either party may designate by notice). Notices may be delivered by hand, courier, certified mail (return receipt requested), or nationally recognized overnight carrier.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The headings used in this Agreement are for convenience only and shall not affect interpretation. No waiver of any right shall be effective unless in writing signed by the waiving party.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and that it has had the opportunity to seek independent legal advice prior to executing this Agreement. Each signatory represents that they are duly authorized to execute this Agreement on behalf of the party for whom they sign.

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