Business Services EIPIA Template

BUSINESS SERVICES EIPIA TEMPLATE

This Business Services Engagement and Intellectual Property Assignment Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Service Provider

Client

Recitals

WHEREAS, Service Provider possesses experience and expertise in providing business services, consulting, software development, creative works, and related deliverables described below; and

WHEREAS, Client desires to engage Service Provider to perform certain services and procure the deliverables under the terms set forth in this Agreement; and

WHEREAS, the parties intend to set forth the allocation of rights in any intellectual property created in the course of the engagement and to memorialize payment, confidentiality, and other commercial terms.

Scope of Work

Payment Terms

Total Fee: $ . Unless otherwise agreed in writing, fees are exclusive of applicable taxes.

Deposit or Initial Payment (if any): $

Late Payment Fee: interest at % per month (or the maximum allowed by law, if less), assessed on past-due amounts.

Term and Termination

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice. Client may terminate for convenience upon days’ prior written notice and payment of all unpaid fees for work performed to the termination date plus reasonable wind-down costs.

Confidentiality

Each party shall maintain in confidence and not disclose to any third party Confidential Information of the other party, except to those employees, contractors, or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, or that is rightfully received from a third party without restriction.

Receiving party shall use Confidential Information solely for the performance of its obligations under this Agreement. Upon termination, receiving party shall return or destroy Confidential Information as directed by the disclosing party.

Intellectual Property Assignment

Unless otherwise agreed in writing, Service Provider agrees that all right, title and interest in and to all Deliverables and any intellectual property created, developed, conceived or reduced to practice by Service Provider solely in connection with the performance of the Services (Collectively, Work Product) shall be a "work made for hire" for Client and, to the extent not deemed a work made for hire, Service Provider assigns to Client all right, title and interest therein, including copyright, patent rights, trade secret rights and any moral rights to the fullest extent permitted by law.

Service Provider shall, at Client's expense, execute and deliver such instruments and take such actions as Client reasonably requests to effect, perfect, or enforce Client's rights in the Work Product.

Representations, Warranties & Indemnification

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement. Service Provider further represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

Service Provider shall indemnify, defend and hold Client harmless from and against any third-party claim arising from Service Provider’s breach of the foregoing representations, warranty or from claims that the Deliverables infringe a third party's intellectual property rights; provided that Client provides prompt notice and reasonable cooperation in the defense and settlement of any claim.

Except for indemnification obligations and breach of confidentiality, neither party's aggregate liability for direct damages arising out of or relating to this Agreement shall exceed the amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

Entire Agreement

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

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and shall be solely responsible for all employment, tax and other obligations arising from the performance of the Services. Nothing in this Agreement shall be construed to create an employment, joint venture, agency or partnership relationship between the parties.

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