Business Screens Template

BUSINESS SCREENS TEMPLATE

Parties

Recitals

WHEREAS, Company requires the design, supply, installation, configuration and/or customization of business screens, dashboards and associated media (collectively, "Screens") for use in Company operations; and

WHEREAS, Service Provider represents that it has the skill, personnel and experience necessary to provide such Screens and related services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform work and Company will pay for such work, effective as of the Effective Date set forth below.

Effective Date:

Scope of Work

Service Provider shall provide the following services and deliverables in connection with the Screens, including but not limited to design, content integration, hardware procurement, software configuration, installation, testing and training as specified below.

Payment Terms

Company shall pay Service Provider in accordance with the amounts and schedule set forth in this section. All sums are in U.S. dollars unless otherwise stated.

Invoicing: Service Provider shall submit invoices in writing to the contact listed above. Unless otherwise agreed in writing, payment obligations are due net 30 days from Company’s receipt of an undisputed invoice. Payment disputes shall be raised in writing within 15 days of receipt of the invoice, specifying the basis of the dispute.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any representation, warranty, covenant or obligation hereunder and such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any remedies available at law or equity.

Payments upon Termination: Upon termination, Company will pay Service Provider for Services performed and accepted and for non-cancelable obligations incurred prior to the effective date of termination. Any deposit or prepayment shall be applied against such sums.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial, product, process, design, data, trade secrets, customer lists, pricing, and other information disclosed by one party (Discloser) to the other (Recipient) in connection with this Agreement, whether disclosed orally, visually, in writing or electronically.

Obligations: Recipient shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect such information as Recipient uses for its own confidential information (but not less than a reasonable standard of care); (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know for the purposes of performing obligations hereunder and who are bound by confidentiality obligations no less protective than these.

Exceptions: Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully known to Recipient prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of Discloser’s Confidential Information.

Duration: Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Ownership: Unless otherwise agreed in writing, Service Provider grants Company a perpetual, non-exclusive, worldwide, transferable license to use, display and reproduce the final Screens and deliverables delivered under this Agreement for Company’s internal business purposes upon receipt of full payment. Service Provider retains ownership of pre-existing materials, tools, methodologies and general skills used in performing the Services.

Third-Party Materials: Service Provider shall disclose any third-party components included in deliverables and shall obtain at its expense any licenses necessary for Company’s intended use unless otherwise agreed.

Indemnification & Liability

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party’s gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability: Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party shall be liable for indirect, incidental, consequential or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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.

Venue: The parties agree that exclusive venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located in the jurisdiction specified above, unless the parties mutually agree to arbitration in writing.

Entire Agreement; Miscellaneous

Entire Agreement: This Agreement, including all schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Assignment: Neither party may assign or transfer 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 its assets.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Company. Service Provider is solely responsible for payment of its employees, taxes and benefits.

Notices

Notices must be in writing and are effective upon delivery when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses listed above or to any other address a party designates by notice.

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