Business PLM-TEM Template

Business PLM-TEM Template

This Business PLM-TEM Template Agreement ("Agreement") is entered into as of by and between:

Parties

Recitals

WHEREAS, Service Provider has experience and technical capability in product lifecycle management, tooling, execution, and methodology (collectively "PLM-TEM Services") and is willing to provide such services to Client under the terms of this Agreement;

WHEREAS, Client desires to engage Service Provider to perform PLM-TEM Services for the project identified as in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement define the scope, deliverables, payment terms, and the respective rights and obligations of the parties.

Scope of Work

Payment Terms

Total Contract Amount: $

Initial Deposit (if any): $   Due on or before commencement of work.

Late Payment Fee: Interest at % per month (or the maximum permitted by applicable law), plus any collection costs and reasonable attorneys' fees.

All amounts are payable in lawful currency and exclusive of taxes. Client shall be responsible for sales, use, value-added, and other taxes arising from the transactions contemplated by this Agreement, except for taxes based on Service Provider's net income.

Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice detailing the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reasonable, non-cancellable third-party commitments incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

Confidentiality

"Confidential Information" means non-public business, technical, product, or financial information disclosed by one party to the other, whether disclosed orally or in writing, which is designated as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or competent authority.

The receiving party will (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations will continue for years following termination or expiration of this Agreement, unless otherwise required by law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing tools, methodologies, templates, and know-how. Work product specifically created for Client under this Agreement and paid in full shall be owned by Client, subject to any third-party licenses and the Service Provider's retained rights to underlying methodologies and general skills. The parties shall execute any documents necessary to effectuate such ownership transfers.

Limitation of Liability; Indemnification

Except for liability arising from wilful misconduct, gross negligence, or breach of confidentiality or infringement of third-party intellectual property rights, neither party will be liable for special, incidental, consequential, or punitive damages. Each party shall indemnify, defend and hold the other harmless from claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

Entire Agreement; Amendment

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address listed for each party above or to such other address as either party may designate by notice. Notices shall be deemed given upon personal delivery, three (3) business days after deposit in certified mail with return receipt requested, or upon confirmed electronic transmission.

Miscellaneous

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, agency, or joint venture relationship between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect, and the parties shall negotiate in good faith a substitute provision to effect the original intent of the parties.

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