Business PWA Template

BUSINESS PWA TEMPLATE

Effective Date:

Service Provider Name:    Client Name:

RECITALS

WHEREAS, Service Provider is engaged in the business of designing, developing, deploying, and maintaining Progressive Web Applications ("PWA"), and represents that it has the technical expertise, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to develop and deliver a PWA solution and associated services pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations in writing.

SCOPE OF WORK

The services shall include, without limitation, design of user interface and experience, responsive front-end implementation, service worker integration, offline caching strategy, push notification configuration, build and deployment pipelines, and handover of source code and documentation upon final acceptance. Acceptance testing shall be conducted in accordance with the acceptance criteria set forth in the Services and Deliverables section above.

PAYMENT TERMS

Total Fee:

Deposit Amount (due upon execution): . Remaining balance to be paid in accordance with the payment schedule below.

Late Payment: Any undisputed amount not paid within days after invoice due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection.

TERM AND TERMINATION

Term Commencement Date: . Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice. Additionally, either party may terminate for convenience upon days' prior written notice. Upon termination, Client shall pay for all work performed up to the effective date of termination and for any non‑cancelable commitments made by Service Provider in connection with the services.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party 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"). Confidential Information shall not include information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed without use of the other party's Confidential Information, or (d) required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates with any protective measures. Each receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Upon termination or expiration of this Agreement, each party shall return or destroy the other party's Confidential Information and certify such return or destruction upon request, except that Service Provider may retain one archival copy solely for legal, insurance, and recordkeeping purposes.

INTELLECTUAL PROPERTY

Ownership of Deliverables: Unless otherwise agreed in writing, upon full payment of all fees due, Service Provider assigns to Client all right, title and interest in and to the deliverables created specifically for Client under this Agreement, excluding Service Provider's pre-existing tools, libraries, and general know-how, which remain Service Provider's sole property. Service Provider grants Client a perpetual, worldwide, non-exclusive license to any retained tools incidentally embedded in the deliverables solely to the extent necessary for Client's use of the deliverables.

WARRANTIES AND LIMITATIONS

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the foregoing warranty, the services and deliverables are provided "AS IS" and Service Provider disclaims all other warranties, express or implied, to the maximum extent permitted by law.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property assignments, neither party's aggregate liability for any claim arising out of or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding 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. Exclusive venue for any disputes shall be the state or federal courts located in the county specified by that state's law.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the address specified above, or to such other address as either party may designate by notice to the other.

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