Calculation Integration Template

Calculation Integration Template

RECITALS

This Calculation Integration Agreement (the "Agreement") is entered into as of by and between with principal place of business at

and with principal place of business at (each a "Party" and collectively the "Parties").

WHEREAS, Client requires integration of one or more calculation modules into Client's systems and Provider has the expertise to deliver, configure, and integrate such calculation components; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the development, delivery, acceptance, payment, confidentiality, and ownership of the calculation integration services and deliverables.

SCOPE OF WORK

Project Name:

Estimated Completion Date:

PAYMENT TERMS

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either Party may terminate this Agreement for cause if the other Party materially breaches any obligation and fails to cure the breach within days after receipt of written notice. Additionally, either Party may terminate without cause upon days' prior written notice.

Upon termination, Provider shall deliver all work in progress and invoices for services rendered through the effective date of termination. Client shall pay all undisputed, properly invoiced fees for work performed through the effective date of termination within the agreed payment terms.

CONFIDENTIALITY

Each Party shall treat as confidential and not disclose to any third party any non-public information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes public other than through breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the other Party's Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing Party gives prompt notice and cooperates to limit disclosure.

INTELLECTUAL PROPERTY; ASSIGNMENT

Unless otherwise agreed in writing, Provider hereby assigns and agrees to assign to Client all right, title and interest in and to the deliverables and work product created expressly for Client under this Agreement, including calculation logic, code, documentation, and related materials. Provider retains ownership of its pre-existing tools, libraries, and general know-how, subject to Client's license to use incorporated components as necessary for the deliverables to function.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that (i) services will be performed in a professional and workmanlike manner consistent with industry standards; and (ii) for a period of days following delivery, reported material defects will be corrected at no additional charge. EXCEPT FOR THE FOREGOING, ALL WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to choice-of-law principles that would result in application of the laws of a different jurisdiction.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both Parties.

NOTICES

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