Client Form Fill Protected

CLIENT FORM FILL PROTECTED

This General Business Agreement (the Agreement) is made as of between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client requires certain form preparation, configuration and electronic form protection services to control editing, distribution, and access to client forms and related materials; and

WHEREAS, Service Provider represents that it has the experience, personnel and technical capability to provide the services described herein and the parties desire to set forth the terms and conditions under which such services will be provided.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any change to the scope that materially alters fees or schedule shall be documented in a written change order signed by both parties.

PAYMENT TERMS

Invoices are payable within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee equal to on the outstanding balance, or the maximum permitted by law, whichever is less.

Payment shall be made to Service Provider at:

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days of receipt of notice of breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to client data, technical specifications, system configurations, form templates and encryption/protection processes.

The receiving party shall (a) keep confidential and not disclose Confidential Information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) implement reasonable safeguards to protect Confidential Information from unauthorized access or disclosure. Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client retains ownership of Client-provided materials and pre-existing intellectual property. Service Provider retains ownership of its pre-existing tools, methodologies and software. To the extent Service Provider develops bespoke deliverables for Client under this Agreement, ownership and assignment of such deliverables shall be as follows:

LIABILITY; INSURANCE

Each party's liability to the other for any cause of action arising out of or related to this Agreement is limited to direct damages not to exceed the aggregate fees paid by Client to Service Provider under this Agreement in the 12 months preceding the claim. Neither party shall be liable for incidental, consequential, punitive or exemplary damages. Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided.

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 submit to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall 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 to an affiliate or in connection with a sale of substantially all of its business or assets. Notices under this Agreement shall be in writing and delivered to the contact information below.

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