Business IPMS Reload

BUSINESS IPMS RELOAD AGREEMENT

This Business IPMS Reload Agreement ("Agreement") is entered into as of the Effective Date by and between Client Name: , a business organized at Address: and Service Provider Name: , a business organized at Address: .

RECITALS

WHEREAS, Client operates or manages intellectual property portfolios and maintains an Intellectual Property Management System ("IPMS") requiring periodic data reloads, remediation, and normalization; and

WHEREAS, Provider has expertise in data migration, IPMS data standardization, metadata mapping, and secure transfer processes necessary to perform an IPMS reload; and

WHEREAS, Client desires to engage Provider to perform an IPMS Reload under the terms set forth herein, and Provider agrees to perform such services subject to the terms and conditions of this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be submitted to Client as set forth in the Payment Schedule. Payment is due within days of invoice receipt. Late payments shall accrue interest at the lesser of (i) the rate of percent per month or (ii) the maximum rate permitted by applicable law.

TERM AND TERMINATION

Term Commencement Date: . Expected Completion/End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party. In the event of termination, Provider shall be entitled to payment for services performed and reasonable costs incurred through the effective date of termination, subject to Client's right to set off for unremedied defects or incomplete deliverables.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that it may receive or have access to Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical or financial information disclosed in any form. The Receiving Party shall (a) use Confidential Information solely for performance under this Agreement, (b) restrict disclosure to employees, subcontractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with at least the same degree of care it uses 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 publicly available other than by breach of this Agreement, (ii) was known to the Receiving Party prior to disclosure as documented by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by applicable law or regulation, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates to seek a protective order or other remedy.

INTELLECTUAL PROPERTY

All pre-existing intellectual property and background technology of each party ("Pre-existing IP") shall remain the exclusive property of the party who owned such Pre-existing IP prior to this Agreement. Subject to full payment of all amounts due hereunder, Provider hereby assigns to Client all right, title and interest in Work Product specifically created for Client under this Agreement. Provider retains a non-exclusive, non-transferable right to use generalized know-how and methodologies developed during performance that do not contain or disclose Client Confidential Information or deliverables unique to Client.

LIMITATION OF LIABILITY

Except for liability arising from wilful misconduct or a party's breach of its confidentiality or intellectual property obligations, neither party shall be liable to the other for indirect, consequential, special, incidental or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid to Provider under this Agreement during the twelve (12) month period preceding the claim.

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 laws principles. Except for injunctive relief, the parties shall resolve disputes through binding arbitration conducted in the county of the Client's principal place of business unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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