Business Document Search API Expansion

Business Document Search API Expansion Agreement

This Agreement is entered into effective as of (Effective Date) by and between Client Name: , a legal entity organized at (Client), and Service Provider Name: (Provider).

Recitals

WHEREAS, Provider operates and maintains a Business Document Search API that performs document retrieval, indexing, and search ranking; and

WHEREAS, Client desires Provider to deliver an Expansion to the Business Document Search API to add new endpoints, enhanced metadata extraction, and improved result filtering as set forth in this Agreement; and

WHEREAS, Provider is willing to perform the Expansion work under the terms and conditions contained herein.

Scope of Work

Provider shall perform all development, testing, documentation, and deployment services reasonably necessary to deliver the Expansion as described in the Scope of Work. All deliverables will conform to the acceptance criteria set forth in the Scope of Work and shall be delivered to Client contacts at:

Payment Terms

In consideration for the Expansion, Client shall pay Provider the fees set forth below. Payment obligations are independent of Provider's warranty obligations and acceptance testing.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice.

Confidentiality

Each party (Recipient) shall keep confidential and shall not use or disclose any Confidential Information of the other party (Discloser) except as required to perform obligations under this Agreement. "Confidential Information" includes technical information, API specifications, non-public business information, trade secrets, customer lists and pricing, but excludes information that is or becomes publicly available through no breach by Recipient, is rightfully received from a third party without restriction, or is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Recipient shall return or destroy Discloser's Confidential Information upon termination or written request and shall certify such return or destruction.

Intellectual Property

Client retains all right, title, and interest in Client data and documents provided to Provider. Provider retains all right, title, and interest in pre-existing software, tools, algorithms, and improvements developed outside the scope of this Agreement. To the extent Expansion deliverables incorporate Client-supplied content, Provider grants Client a perpetual, non-exclusive, worldwide license to use such deliverables for Client's internal business purposes, subject to payment in full.

Warranties; Liability

Provider warrants that the Expansion will materially conform to the Scope of Work for a period of sixty (60) days after acceptance. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to first attempt to resolve disputes through negotiation between senior executives before pursuing any formal dispute resolution.

Entire Agreement; Amendment

This Agreement, including the Scope of Work and any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Any amendment or modification shall 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 the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an acquirer of substantially all of its business relating to this Agreement.

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