Business IPN Document

Business IPN Document

This Business IPN Document ("IPN") is entered into as of by and between:

WHEREAS

WHEREAS, Client engages Service Provider to perform services and to deliver certain work product described herein, and Service Provider represents that it has the qualifications, experience and ability to perform such services; and

WHEREAS, the parties intend by this IPN to specify the scope of services, payment terms, allocation of intellectual property rights in deliverables, confidentiality obligations, and other material terms governing the relationship between the parties.

SCOPE OF WORK

Service Provider will perform the services and deliver the deliverables described below. The work shall conform to the specifications, schedule and milestones set forth in this Section. Any changes to the scope shall be documented in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the services and deliverables, Client shall pay Service Provider in accordance with the following terms.

All payments are due within days of invoice unless otherwise agreed in writing. Client shall be responsible for any reasonable costs of collection, including attorneys' fees, for overdue amounts.

INTELLECTUAL PROPERTY

As used in this IPN, "Work Product" means all materials, inventions, designs, software, documentation, reports and other deliverables created, conceived or reduced to practice by Service Provider in the course of performing the services.

The parties select the following option as the primary allocation of rights (select one):

For avoidance of doubt, pre-existing intellectual property owned by either party and not specifically created for Client under this IPN shall remain the sole property of the originating party. Service Provider represents that, to the best of its knowledge, the Work Product will not infringe the intellectual property rights of any third party and hereby agrees to indemnify Client for direct losses arising from any third-party claim of infringement to the extent caused by Service Provider's breach of this representation.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted in writing; and (c) use Confidential Information solely to perform its obligations under this IPN.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this IPN; (ii) was in the receiving party's possession prior to disclosure without limitation on use or disclosure; (iii) is obtained from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The confidentiality obligations set forth herein shall survive termination or expiration of this IPN for a period of years.

TERM AND TERMINATION

This IPN commences on the Start Date of and continues until the End Date of , unless earlier terminated in accordance with this Section.

Either party may terminate this IPN for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for days following written notice of such breach, or immediately if required by law.

Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination, subject to reasonable offsets for undelivered work or defects.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has full power and authority to enter into this IPN. Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. Service Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Service Provider's breach of its representations or infringement of third-party intellectual property rights, subject to the limitations set forth in this IPN.

GOVERNING LAW

This IPN shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This IPN, together with any exhibits or written change orders executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, proposals and communications. No amendment or modification shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this IPN shall be in writing and delivered to the other party at the address set forth above or such other address as either party may specify by written notice. Notices shall be deemed given when delivered in person, sent by electronic mail with confirmation, or three business days after deposit with a nationally recognized courier service.

MISCELLANEOUS

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

The parties acknowledge that monetary damages may be inadequate to protect the non-breaching party and that injunctive relief may be sought in addition to any other remedies available at law or in equity.

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