Business MVP Portal

BUSINESS MVP PORTAL AGREEMENT

Effective Date:

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client desires to engage Service Provider to design, develop, deploy and support a Business MVP Portal for the purpose of customer validation, feature testing and initial market release; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel and resources necessary to perform the work described in this Agreement in a professional manner and to deliver the MVP functional components described herein; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the development, payment, confidentiality, intellectual property and maintenance of the Business MVP Portal.

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables set forth below. Deliverables shall conform to the acceptance criteria and schedule agreed by the parties.

PAYMENT TERMS

In consideration for the services described in this Agreement, Client shall pay Service Provider in accordance with the schedule below. All payments are due in U.S. dollars unless otherwise agreed in writing.

All undisputed payments not received within thirty (30) days after the due date shall accrue interest at the rate set forth above and may suspend further performance until payment is made. Client shall be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period specified above. Either party may terminate immediately for insolvency or unlawful conduct. Termination shall not relieve Client of payment obligations for services performed and deliverables accepted prior to termination.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information. Confidential Information includes business plans, source code, user data, pricing, trade secrets, and technical designs related to the MVP Portal.

Receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and advisors with a need to know and who are bound by confidentiality obligations at least as protective as this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Ownership of intellectual property created under this Agreement shall be governed by the selection made below. Absent a written selection, Service Provider retains ownership of pre-existing materials and Client obtains a perpetual, nonexclusive, worldwide license to use any deliverable software for Client's internal business purposes.

  Assign all deliverable rights to Client upon final payment (work made for hire; Service Provider will execute instruments of assignment)

  Grant Client an exclusive license to use and modify deliverables within Client's organization; Service Provider retains ownership of underlying tools, libraries and generic components

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

DATA SECURITY

Service Provider shall implement reasonable administrative, physical and technical safeguards to protect Client data. Service Provider shall promptly notify Client of any unauthorized access to Client data and shall cooperate in incident response and remediation. Data breach notification obligations will follow applicable law and the timelines set forth therein.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. The indemnifying party shall control the defense and settlement of any such claim, provided that no settlement shall admit liability or impose obligations on the indemnified party without its prior written consent.

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 negotiate in good faith to resolve disputes, and if unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in a mutually agreed venue.

NOTICES

MISCELLANEOUS; ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules and statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

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

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