Business Soft Copy

BUSINESS SOFT COPY AGREEMENT

This Business Soft Copy Agreement ("Agreement") is made effective as of Effective Date: and is entered into by and between:

WHEREAS

WHEREAS, Provider develops, compiles, prepares and/or maintains business documentation, reports, digital deliverables and related materials in electronic form (collectively, "Soft Copy Materials"); and

WHEREAS, Client desires to obtain specified Soft Copy Materials and Provider is willing to deliver such Soft Copy Materials subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that delivery of Soft Copy Materials shall be by secure electronic transmission, and that ownership, license and confidentiality of electronic files shall be governed by this Agreement.

SCOPE OF WORK

Provider shall prepare, deliver and, if applicable, revise the Soft Copy Materials described below in accordance with the specifications and schedule set forth in this Section.

Delivery method: Secure electronic delivery by encrypted file transfer or designated secure email. Provider shall list the electronic formats to be delivered and any password protection to be applied in the Scope of Work above.

PAYMENT TERMS

Invoices shall be delivered electronically and are payable within days of receipt unless otherwise specified above.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed in any form by a party ("Disclosing Party") to the other ("Receiving 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 includes, without limitation, Soft Copy Materials, business plans, financial data, technical specifications and customer information.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure; (c) is lawfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Upon termination or upon written request, the Receiving Party shall return or destroy all Confidential Information and certify in writing to the Disclosing Party that such return or destruction has been completed, except that Receiving Party may retain one archival copy as required by law or for internal recordkeeping subject to confidentiality obligations herein.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise expressly agreed in writing, Provider retains all right, title and interest in and to any pre-existing intellectual property, methodologies, templates and tools used in connection with the provision of Soft Copy Materials. Provider grants Client a non-exclusive, non-transferable, non-sublicensable license to use the delivered Soft Copy Materials solely for Client's internal business purposes, subject to payment in full of all fees due under this Agreement.

WARRANTIES; LIMITATIONS

Provider warrants that, for a period of thirty (30) days following delivery, the Soft Copy Materials shall materially conform to the Scope of Work. Client's sole and exclusive remedy for breach of the foregoing warranty shall be, at Provider's option, re-performance or refund of the fee attributable to the nonconforming portion of the Soft Copy Materials. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFT COPY MATERIALS ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement; provided, however, that the indemnified party shall promptly notify the indemnifying party of any claim and provide reasonable cooperation in the defense.

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.

NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered by email and confirmed in writing, or by certified mail to the addresses set forth below:

ENTIRE AGREEMENT

This Agreement, together with any exhibits or mutually executed attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.

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