Business TDR Template

BUSINESS TDR AGREEMENT

Parties and Effective Date

This Business TDR Agreement (the Agreement) is entered into by and between the parties named above and shall be effective as of (Effective Date).

WHEREAS

WHEREAS, Client desires to obtain from Service Provider certain technical development resources, deliverables, or transfer-related services described herein (the Services) and Service Provider represents that it has the experience, personnel and capability to perform the Services in accordance with the terms of this Agreement.

WHEREAS, the parties intend that the Services and any Transfer of Development Rights, materials, work product, or associated documentation be completed on the schedule and on the payment terms set forth below and that ownership and confidentiality of such materials be governed by this Agreement.

WHEREAS, the parties desire to set forth their rights and obligations with respect to scope, payment, term, confidentiality, and governing law.

Scope of Work

Service Provider shall perform the Services and deliver the deliverables described below. The Services shall be performed in a professional and workmanlike manner in accordance with industry standards and the schedule set forth in this Agreement. Specific deliverables, acceptance criteria and milestones shall be as follows:

Payment Terms

Client shall pay Service Provider in consideration for the Services as follows. Unless otherwise stated, all amounts are stated in U.S. dollars and exclude taxes for which the recipient is responsible.

Invoices will be submitted by Service Provider in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt.

All reasonable pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance will be reimbursed by Client upon submission of supporting documentation.

Term and Termination

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within days following written notice of such breach.

Upon termination, Service Provider shall deliver to Client all completed and in-process deliverables and Client shall pay Service Provider for all Services performed and approved expenses incurred through the effective date of termination.

Confidentiality

Each party (Receiving Party) will hold in confidence and not disclose or use, except in performance of its obligations hereunder, any proprietary or confidential information (Confidential Information) of the other party (Disclosing Party). Confidential Information includes, without limitation, business plans, technical designs, specifications, software, pricing, customer lists and other non-public information disclosed in tangible or intangible form.

The obligations in this section shall not apply to information that: (a) is or becomes generally known to the public through no breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or a binding order of a court or government authority, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates with reasonable attempts to limit the disclosure.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify in writing that it has done so, except to the extent retention is required to comply with applicable law or to preserve backup archives.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to the deliverables created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing materials and general know-how. To the extent pre-existing materials are incorporated in deliverables, Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use such pre-existing materials as embedded in the deliverables.

Indemnification and Limitation of Liability

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 breach of its representations or obligations under this Agreement. Except for willful misconduct or liability for personal injury or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages. The total aggregate liability of either party for any claim arising under this Agreement shall not exceed the amounts paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The parties agree that exclusive jurisdiction for any dispute that is not resolved by negotiation shall be in the state or federal courts located within that state.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments hereto and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

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 notice. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized courier service.

Additional Provisions

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.

Execution

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of their respective parties.

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