Business Services SDLA

Business Services SDLA

This Business Services Standard Delivery and Licensing Agreement ("Agreement") is entered into as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client requires professional business services and service delivery as further described in this Agreement; and

WHEREAS, Service Provider represents that it has the personnel, expertise and resources to perform the services described herein under the terms and conditions set forth in this Agreement; and

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

1. Definitions

"Services" means the tasks, deliverables and professional activities described in Section 2. "Deliverables" means tangible or electronic outputs produced by Service Provider for Client under this Agreement. "Confidential Information" has the meaning set forth in Section 6.

2. Scope of Work

The Services shall be performed in accordance with the timeline and milestones set forth below, and any material changes to scope shall be subject to written amendment pursuant to Section 13.

3. Payment Terms

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Client shall pay a late fee of on each late invoice and reasonable collection costs.

4. Term and Termination

Commencement Date:    Termination Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and Deliverables accepted prior to termination.

5. Confidentiality

Each party shall keep confidential and shall not disclose to any third party any Confidential Information received from the other party, except as required by law or as necessary to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes generally known to the public through no wrongful act of the receiving party, or information rightfully received from a third party without restriction.

The obligations in this Section shall survive termination of this Agreement for a period of years.

6. Intellectual Property

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in Deliverables specifically prepared for Client under this Agreement, subject to Client's full payment of fees. Service Provider retains ownership of its pre-existing materials, tools, and methodologies, and grants Client a non-exclusive, non-transferable license to use those materials only to the extent incorporated into Deliverables.

IP Assignment to Client    Perpetual License to Client    Provider Retains Background IP

7. Warranties; Disclaimer; Limitation of Liability

Service Provider warrants that it will perform Services in a professional and workmanlike manner in accordance with generally accepted industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the deficient Services or, if Service Provider fails to re-perform, a refund of fees paid for the deficient Services.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED OR THE TOTAL AMOUNTS PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT, WHICHEVER IS LESS.

8. Insurance

Service Provider shall maintain commercial general liability insurance and professional liability (errors and omissions) insurance in commercially reasonable amounts. Minimum limits, if required by Client, shall be:

9. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

10. Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

12. Entire Agreement and Amendments

This Agreement, including any attachments or exhibits signed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior understandings and agreements. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

13. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

The parties agree to attempt in good faith to resolve disputes promptly through negotiation. If negotiation fails, the parties may pursue any remedies available at law or in equity in the courts of the governing jurisdiction.

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