Business XFDL Forms

Business XFDL Forms Agreement

This Agreement is entered into as of (Effective Date) by and between:

Recitals

WHEREAS, Client requires the design, development, conversion, validation, and maintenance of electronic business forms leveraging the XFDL (Extensible Forms Description Language) format, and desires to engage Service Provider to perform such services in accordance with the terms of this Agreement; and

WHEREAS, Service Provider represents that it possesses the technical skills, experience, and resources necessary to deliver XFDL form development, conversion, and related support services, and agrees to provide those services under the terms and conditions set forth herein; and

WHEREAS, the parties wish to establish their respective rights, duties, and obligations with respect to the delivery, acceptance, payment, confidentiality, and ownership of work product relating to Business XFDL Forms.

Scope of Work

Service Provider shall perform the services described below (collectively, the "Services"). The Services include form analysis, conversion to XFDL, scripting and data binding, accessibility remediation (where specified), testing, delivery of source and runtime files, and reasonable post-delivery support for acceptance testing.

Payment Terms

Client shall pay Service Provider for the Services in the amounts and on the schedule set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All undisputed payments not received when due shall accrue interest at the rate specified above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

The term of this Agreement shall commence on and shall continue in effect until 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 the breach within thirty (30) days after receipt of written notice specifying the breach. Either party may terminate for insolvency, bankruptcy, or cessation of business immediately upon written notice.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination, together with any non-cancellable commitments made by Service Provider in connection with the Services.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and not disclose or use for any purpose other than performance under this Agreement any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical or financial information, including forms, templates, conversion scripts, mappings, data models, and client data, but excludes information that (a) is or becomes generally available to the public through no breach by the Receiving Party, (b) was lawfully in the Receiving Party's possession prior to disclosure, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secret under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use the delivered XFDL forms and related runtime assets for Client's internal business purposes. Service Provider retains ownership of pre-existing tools, libraries, templates, conversion routines, and proprietary methods used in performing the Services. Any custom source code or templates developed specifically for Client and explicitly transferred in writing shall be assigned as set forth in such written agreement.

Warranties; Limitation of Liability

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) 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 conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement

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

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

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