Business DPI Document

BUSINESS DPI DOCUMENT

Parties and Recitals

Client Name:

Service Provider Name:

Effective Date:

WHEREAS, Client desires to engage Service Provider to perform certain business services and to permit limited access to Confidential and DPI (Disclosed Proprietary Information) for the purpose described in this agreement; and

WHEREAS, Service Provider possesses expertise, personnel, processes and systems necessary to perform the services and is willing to provide such services to Client upon the terms and conditions set forth in this Business DPI Document (the Agreement); and

WHEREAS, the parties wish to define the scope of work, payment terms, confidentiality obligations relating to DPI and other material terms governing their relationship.

Definitions

For purposes of this Agreement, "DPI" or "Disclosed Proprietary Information" means all non-public business, technical, financial, customer, marketing, product, process, trade secret, or other information disclosed by a party to the other, whether disclosed in writing, orally, visually, electronically or by inspection, that is designated as confidential or that by its nature should reasonably be understood to be confidential.

Scope of Work

Deliverables, acceptance criteria, milestones, and reporting obligations shall be as described in the scope above. Any material change to scope shall be subject to a written change order executed by authorized representatives of both parties.

Payment Terms

Invoices are due within the period specified in the payment schedule. Unpaid amounts shall incur the stated late fee or the maximum permitted by applicable law, whichever is less. Client shall be responsible for reasonable costs of collection, including attorneys' fees, where permitted by law.

Term and Termination

Term Commencement Date:

Termination/End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party shall: (a) hold DPI in strict confidence and take reasonable measures to prevent unauthorized disclosure; (b) use DPI solely for the performance of its obligations under this Agreement; and (c) disclose DPI only to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

Exceptions: The obligations in this clause shall not apply to information that is or becomes generally available to the public through no fault of the receiving party, was rightfully in the receiving party’s possession prior to disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the disclosing party’s DPI.

Upon termination or upon written request, the receiving party shall promptly return or destroy DPI and certify in writing the completion of such return or destruction, except to the extent retention is required by law, regulation, or bona fide backup procedures.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property and methodologies. Client shall own deliverables specifically created for Client under this Agreement upon full payment of all amounts due, subject to Service Provider’s receipt of any agreed-upon license fees and subject to third-party software or components which remain subject to their original licenses.

Liability, Indemnity and Insurance

Each party's liability to the other under this Agreement shall be limited to direct damages and shall not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for special, incidental, consequential or punitive damages. Each party shall defend and indemnify the other for third-party claims arising from its negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of:

Entire Agreement; Amendments

This Agreement, together with any executed statements of work or change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or acquisition. Severability: If any provision is found unenforceable, the remainder of the Agreement shall remain in full force and effect. Waiver: Failure to enforce any right is not a waiver of that right.

Sign Now