Business POS Template

BUSINESS POS TEMPLATE AGREEMENT

Parties

Recitals

WHEREAS, Provider develops, licenses and configures point-of-sale templates, receipt formats, and associated configuration files, and provides installation, customization, and support services for merchant point-of-sale systems; and

WHEREAS, Client desires to acquire from Provider the Business POS Template and related services described in this Agreement for use in Client's retail or service operations on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

POS Template Details

Receipt Header / Business Name:

Logo Provided By: Tax Rate:

Payment Terms

Total Fee for Services and Deliverables:

Late Payment Fee: Invoice Frequency:

Credit Card ACH/Bank Transfer Check Other:

Term and Termination

Commencement Date: Term End Date (if applicable):

Either party may terminate this Agreement for material breach that remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice.

Confidentiality

Each party shall maintain in strict confidence all non-public, proprietary or confidential information disclosed by the other party ("Confidential Information"). Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, is independently developed by the receiving party without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction. The receiving party shall use Confidential Information solely for the purposes of performing obligations under this Agreement, shall restrict disclosure to employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and shall exercise at least the same degree of care to prevent disclosure as it uses with its own confidential information but in no event less than reasonable care.

Upon termination or expiration, the receiving party shall, at the disclosing party's option, return or destroy all Confidential Information and certify such destruction in writing within ten (10) days.

Intellectual Property and License

Provider retains all right, title and interest in and to the POS template source files, underlying code, artwork and configuration logic. Subject to full payment of all amounts due, Provider grants Client a non-exclusive, non-transferable, revocable license to use the delivered POS template solely in connection with Client's point-of-sale operations. Client shall not reproduce, modify, distribute, sublicense, sell or create derivative works from Provider's templates except as expressly permitted in a written addendum.

Warranties; Limitation of Liability

Provider warrants that the services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve disputes through negotiation for a period of thirty (30) days before commencing litigation.

Entire Agreement; Amendments

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the mail with postage prepaid.

Execution

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of their respective parties.

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