Client Documentation Services Template

CLIENT DOCUMENTATION SERVICES AGREEMENT

This Client Documentation Services Agreement (the Agreement) is entered into on by and between Client Name: , with its principal place of business at (Client), and Service Provider Name: , with its principal place of business at (Provider).

RECITALS

WHEREAS, Client desires that Provider prepare, update and maintain client-facing and internal documentation, user guides, procedures, and related materials (collectively, the Documentation) in accordance with the specifications set forth in this Agreement; and

WHEREAS, Provider has represented that it possesses the expertise, personnel and facilities to create, edit and deliver the Documentation described in the Scope of Work; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the preparation, delivery, acceptance and payment for the Documentation.

SCOPE OF WORK

Provider will perform the services described below and deliver Documentation in the formats and on the schedule agreed by the parties. Provider shall perform all services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for Provider's performance of the Scope of Work. All payments are due in United States dollars unless otherwise agreed in writing.

In addition to interest, Client shall be responsible for reasonable collection costs and any legal fees incurred by Provider to recover overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause upon a material breach by the other party that remains uncured for a period of days after written notice of such breach. Upon termination, Client shall pay Provider for all work performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, technical or financial information that is clearly identified as confidential at disclosure or, by its nature, should reasonably be considered confidential.

Each party shall (i) protect Confidential Information with at least the same degree of care as it protects its own confidential information, (ii) use Confidential Information solely for the purposes of performing this Agreement, and (iii) not disclose Confidential Information to third parties except to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Exceptions include information that is or becomes publicly known without breach, is rightfully received from a third party, is independently developed, or is required to be disclosed by law.

OWNERSHIP OF WORK PRODUCT; LICENSE

Unless otherwise agreed in writing, upon full payment of fees due under this Agreement, Provider assigns to Client all right, title and interest in and to the completed Documentation delivered to Client (the Work Product). Provider retains no rights in the Work Product, except that Provider may retain archival copies for recordkeeping and to the extent any Provider pre-existing materials or third-party materials are included, Provider grants Client a perpetual, worldwide, nonexclusive license to use such materials solely as incorporated in the Work Product.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. 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; AMENDMENT

This Agreement, including any exhibits or statements of work incorporated by reference, 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 a writing signed by authorized representatives of both parties.

NOTICES

Notices required or permitted hereunder shall be in writing and will be deemed given when delivered personally, sent by nationally recognized overnight courier, or by certified mail to the addresses provided above.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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