Business VR Document

BUSINESS VR AGREEMENT

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of developing, delivering and supporting immersive virtual reality experiences and related software and services; and

WHEREAS, Client desires to retain Service Provider to provide virtual reality development, deployment, or consulting services as set forth herein and Service Provider is willing to provide such services on the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree that the effective date of this Agreement is and the parties shall be bound as set forth below.

Scope of Work

Service Provider shall perform virtual reality services and deliverables described below. Deliverables, acceptance criteria, milestones, and any hardware or third-party software required shall be expressly stated in the Scope of Work section. Any material changes to the scope shall require a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. Unless otherwise agreed in writing, fees are exclusive of applicable taxes and duties payable by Client.

Invoices are due within days of receipt unless otherwise agreed. Late payments shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. Client shall also reimburse reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date and, unless terminated earlier in accordance with this Agreement, shall continue through the End Date identified below.

Start Date:    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. Either party may terminate for convenience upon providing days' prior written notice. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable obligations reasonably incurred.

Confidentiality

Each party (the "Receiving Party") will hold in confidence and not disclose any Confidential Information of the other party (the "Disclosing Party") except as permitted in this Agreement. "Confidential Information" includes non-public business and technical information, prototypes, data, designs, and any information identified in writing as confidential. Confidential Information does not include information that is (i) already known to the Receiving Party without obligation of confidentiality, (ii) publicly known through no fault of the Receiving Party, (iii) lawfully obtained from a third party without restriction, or (iv) independently developed by the Receiving Party.

The Receiving Party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this section shall survive termination of this Agreement for years, except with respect to trade secrets, for which protection shall continue for so long as such information qualifies as a trade secret under applicable law.

Intellectual Property

Unless otherwise agreed in a written statement of work, Service Provider retains ownership of pre-existing tools, libraries, and general know-how used or developed in providing services. Deliverables specifically commissioned and paid for under this Agreement will be the property of Client upon full payment, except that Service Provider grants Client a non-exclusive, perpetual license to any underlying Service Provider software or tools embedded in the deliverable, unless parties agree otherwise in writing. The parties shall execute additional instruments reasonably necessary to effectuate transfer of rights where required.

Representations, Warranties and Limitations of Liability

Each party represents that it has authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that exclusive venue for any dispute shall be in the state or federal courts located within that State, unless the parties agree otherwise in writing.

Entire Agreement and Amendments

This Agreement, together with any attached statements of work and written change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all assets.

Sign Now