Business RPD Template

BUSINESS RPD TEMPLATE

This Business RPD Template (the "Agreement") is made effective as of Effective Date: by and between:

Client Name:    Address:

Service Provider Name:    Address:

RECITALS

WHEREAS, Client engages Service Provider to prepare, produce, deliver and otherwise manage certain requested productions, reports and deliverables described herein (collectively, "RPD Deliverables") as further specified in the Scope of Work; and

WHEREAS, Service Provider has the expertise, personnel and capacity to perform the services described in this Agreement and is willing to perform such services pursuant to the terms and conditions set forth below; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to production, acceptance, payment and confidentiality of the RPD Deliverables.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: USD payable in accordance with the schedule below.

Late Payment Fee: If any undisputed amount remains unpaid past its due date, interest shall accrue at computed monthly on the outstanding balance after a grace period of days.

Method of Payment: Payments shall be made by check, electronic transfer or other mutually agreed method to the payee designated by Service Provider in writing. Service Provider is responsible for all taxes arising from fees paid under this Agreement.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Upon termination for convenience, Client shall pay Service Provider for all work performed and reasonable, non-cancellable commitments incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice. Termination for cause shall not relieve the breaching party of liability for damages resulting from the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and shall not use or disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business information, trade secrets, technical data, deliverables, and any data designated as confidential, whether disclosed orally, in writing or electronically. The obligations of confidentiality shall survive termination for a period of three (3) years, except with respect to trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party, (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party, (c) is rightfully obtained by the Receiving Party from a third party without restriction, or (d) is independently developed without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY AND DELIVERY

Unless otherwise agreed in writing, all RPD Deliverables created by Service Provider specifically for Client under this Agreement shall be considered works made for hire and ownership of such Deliverables shall vest in Client upon full payment of all fees owed. Service Provider shall retain ownership of pre-existing materials and tools used in the performance of this Agreement and hereby grants Client a non-exclusive, royalty-free license to any pre-existing materials embedded in delivered items to the extent necessary for Client's use of the Deliverables.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period 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 jurisdiction of without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the courts located in that jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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 a party may designate by written notice to the other.

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