Business Document SpacialEFX

Business Document SpacialEFX

Recitals

WHEREAS, Client Name: (the "Client") desires to engage Service Provider Name: (the "Provider") to perform certain services; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Provider's performance of services described in this Agreement effective as of Effective Date: .

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

1. Scope of Work

1.1 Services. The Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards.

2. Payment Terms

2.1 Compensation. As full compensation for the services satisfactorily performed under this Agreement, Client shall pay Provider the fees set forth below.

2.2 Invoicing and Payment Terms. Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

2.3 Late Payment. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

3. Term and Termination

3.1 Term. This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than Notice Period (days): days prior to the effective date of termination.

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

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally, visually, or in writing, including business plans, pricing, technical data, and customer information.

4.2 Obligations. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to third parties except to its employees, agents or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

4.3 Exclusions and Duration. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully obtained from a third party without restriction, or is independently developed. The obligations in this Section shall survive termination of this Agreement for Confidentiality Period (years): years.

5. Intellectual Property

5.1 Ownership. Unless otherwise expressly agreed in writing, Provider retains ownership of all preexisting intellectual property and tools used in connection with the services. Subject to payment in full, Provider hereby grants to Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any bespoke works-for-hire shall be assigned to Client to the extent permitted by law upon full payment.

6. Indemnification and Limitation of Liability

6.1 Indemnification. Each party shall indemnify and hold harmless the other party from and against any third-party claims, losses, damages or liabilities arising from the indemnifying party's willful misconduct or gross negligence in performing its obligations under this Agreement.

6.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall exceed the total amounts paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

7. Governing Law

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

8. Miscellaneous

8.1 Entire Agreement. This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written.

8.2 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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

8.4 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses provided by the parties below.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the dates indicated below.

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