CDA Services Contract

CDA Services Contract

This CDA Services Contract (the Agreement) is entered into as of Effective Date: between Client Name: with address and Service Provider Name: with address .

RECITALS

WHEREAS, Client possesses Confidential Information and business requirements related to its operations, products, or services and seeks specialized services to develop, integrate or evaluate such processes (the Services); and

WHEREAS, Provider has represented that it has the technical capability and personnel to perform the Services and is willing to receive Confidential Information for the limited purposes set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Confidential Information will be disclosed and Services will be performed.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall perform the Services described in the Statement of Work attached to this Agreement as Exhibit A and incorporated herein. The Services shall include the following summary description:

1.2 Changes. Any changes to the Services shall be made only by written change order signed by authorized representatives of both parties. Provider shall notify Client of any change in cost or schedule attributable to a requested change prior to commencing work on the change.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

2.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice of termination to the other party at least days prior to the effective date of termination.

2.3 Termination for Cause. Either party may terminate immediate for material breach if the breaching party fails to cure the breach within days after written notice of the breach. Termination shall be without prejudice to any other available remedies.

3. COMPENSATION; PAYMENT

3.1 Fees. Client shall pay Provider fees in accordance with the pricing set forth in Exhibit B. The initial estimated fee for the Services is unless otherwise adjusted by written change order.

3.2 Invoice and Payment. Provider shall invoice Client monthly in arrears unless otherwise agreed. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

3.3 Expenses. Provider shall be reimbursed for reasonable pre-approved out-of-pocket expenses incurred in connection with performance. Reimbursement requires submission of receipts.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means all non-public information disclosed by a Disclosing Party to the Receiving Party in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Receiving Party shall: (a) use Confidential Information solely for the purpose of performing the Services; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

4.3 Exclusions. Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was known by Receiving Party prior to disclosure as demonstrated by written records; or (iii) is rightfully received from a third party without restriction.

4.4 Required Disclosure. If Receiving Party is required by law to disclose Confidential Information, it shall provide prompt notice to Disclosing Party and cooperate in any protective measures sought.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Except as otherwise expressly set forth in this Agreement, Client retains all right, title and interest in pre-existing Client materials and Confidential Information. Provider retains ownership of its methodologies, tools, and pre-existing intellectual property.

5.2 Deliverables. Subject to full payment, Provider grants Client a non-exclusive, worldwide, royalty-free license to use the Deliverables created specifically for Client under this Agreement for Client's internal business purposes. All other rights are reserved.

6. DATA SECURITY AND PRIVACY

6.1 Security. Provider shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access.

6.2 Personal Data. If performance of the Services requires Provider to process Personal Data, the parties shall process such data only in accordance with Client's documented instructions and applicable data protection laws.

7. WARRANTIES; DISCLAIMER

7.1 Mutual Warranty. Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement.

7.2 Provider Warranty. Provider warrants that the Services will be performed in a professional manner consistent with industry standards. For any breach of this warranty, Provider's sole obligation shall be to re-perform the deficient Services or, at Provider's election, refund the fees paid for the deficient Services.

7.3 Disclaimer. Except as expressly set forth in this Agreement, Provider disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Provider. Provider shall indemnify and hold Client harmless from and against third-party claims arising out of Provider's negligent acts or willful misconduct in performing the Services or Provider's breach of Section 5 (Intellectual Property), subject to the limitations below.

8.2 Indemnification by Client. Client shall indemnify Provider for claims arising from Client's materials or instructions that infringe a third party's rights or cause Provider to breach applicable law.

8.3 Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for consequential, incidental, or punitive damages.

9. INSURANCE; COMPLIANCE

9.1 Insurance. Provider shall maintain commercial general liability and professional liability insurance appropriate to the Services and shall provide certificates of insurance upon Client's reasonable request.

9.2 Compliance with Laws. Each party shall comply with all applicable laws, regulations and orders in performing its obligations under this Agreement.

10. SUBCONTRACTING AND ASSIGNMENT

10.1 Subcontracting. Provider may engage subcontractors to perform portions of the Services provided Provider remains responsible for their performance and compliance with this Agreement.

10.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or other change of control.

11. NOTICES

Notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses specified above or to such other address as either party may designate by notice in accordance with this Section.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

12.2 Waiver. No waiver of any breach shall be effective unless in writing. The waiver of any breach shall not be construed as a waiver of any subsequent breach.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a substitute valid provision that approximates the intent of the invalid provision.

MISCELLANEOUS

14.1 Relationship of the Parties. The parties are independent contractors. Nothing contained in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship.

14.2 Publicity. Neither party shall issue any press release or public announcement concerning the relationship without the other party's prior written consent, except as required by law.

14.3 Survival. Provisions which by their nature should survive termination or expiration of this Agreement shall so survive, including but not limited to Sections 4 (Confidentiality), 5 (Intellectual Property), 8 (Indemnification; Limitation of Liability), and 13 (Governing Law; Entire Agreement; Severability).

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