Business Technical File

BUSINESS TECHNICAL FILE

This Business Technical File (the "Agreement") is entered into by and between Client Name: located at Client Address: and Service Provider Name: located at Service Provider Address: .

Effective Date:

WHEREAS

WHEREAS, Client requires technical documentation, specifications, and related deliverables for the project described in this Business Technical File in order to evaluate, implement, manufacture, or market the Client's product or service; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel, and resources necessary to prepare the technical documentation, deliverables, and related materials described in this Agreement and will perform such services under the terms set forth below; and

WHEREAS, the parties desire to set forth their respective duties, schedules, payment terms, confidentiality obligations, and allocation of intellectual property rights with respect to the technical work and deliverables to be provided.

SCOPE OF WORK

Service Provider shall perform the technical work and prepare documentation, specifications, drawings, test plans, source files, and related deliverables as described below. The Scope of Work must be specific, measurable, and shall include acceptance criteria for each deliverable.

DELIVERABLES & SCHEDULE

The following deliverables shall be prepared, delivered, and accepted in accordance with the schedule below. Each deliverable shall include the documentation and files required by the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the following terms. All amounts are stated in the agreed currency and are exclusive of taxes unless otherwise specified.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice of breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that during performance of the Scope of Work it may receive Confidential Information of the other party. Confidential Information includes, without limitation, technical data, designs, specifications, source code, business plans, pricing, and customer information. Each recipient shall:

(a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in this Agreement; (b) use Confidential Information solely for the purpose of performing the Scope of Work; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure, which measures shall be no less protective than those it uses for its own confidential information of similar nature.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider assigns to Client all worldwide right, title and interest in and to all deliverables, including all intellectual property rights therein, upon full payment of amounts due under this Agreement. Service Provider shall retain copies of work product solely for archival purposes and shall not use Client Confidential Information or deliverables for other clients without Client's prior written consent.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement. In no event shall either party be liable for incidental, consequential, or punitive damages.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the governing jurisdiction unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an acquirer of substantially all the assigning party's business or assets, provided the assignee assumes the obligations hereunder.

Sign Now