Business PHP Document

BUSINESS PHP DOCUMENT

Parties

Recitals

WHEREAS, Client Name: desires to engage Provider to perform certain software development, maintenance, configuration and related services involving PHP-based systems; and

WHEREAS, Service Provider Name: represents that it has the requisite skill, personnel and resources to perform the services described in this Agreement; and

WHEREAS, the parties wish to record the terms and conditions under which Provider will perform such services effective as of Effective Date: .

Scope of Work

Provider shall perform the services and deliverables set forth below. The description identifies specific deliverables, acceptance criteria, milestones and any third‑party components required.

Payment Terms

In consideration for Provider's performance, Client shall pay Provider as set forth below. All amounts are in lawful currency and are exclusive of taxes unless otherwise stated.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Provider 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 this Agreement for convenience upon prior written notice of days. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether written, oral or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the recipient without obligation of confidentiality; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the recipient without use of the disclosing party's Confidential Information.

Each party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors and advisers with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (iii) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations in this Section survive termination for a period of years, except for trade secrets which shall be protected for so long as they remain trade secrets.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to original deliverables specifically created for Client under this Agreement ("Work Product"), subject to Client's payment in full. Provider retains ownership of Provider's pre-existing tools, libraries, frameworks and general know-how, and grants Client a non-exclusive license to any such retained materials included in the Work Product to the extent necessary for Client's use of the Work Product.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF THIRD-PARTY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including any attachments, exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral or written agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets. If any provision is held unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

Execution

The persons signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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