Client Project Final CSOW

Client Project Final CSOW

This Client Project Final CSOW ("CSOW") is entered into by and between Client Name: and Contractor Name: . Effective Date:

WHEREAS

WHEREAS, Client requires services and deliverables described in this CSOW for the Project Title: ; and

WHEREAS, Contractor has represented that it possesses the expertise, personnel and resources necessary to perform the services described herein; and

WHEREAS, the parties desire to set forth the scope, schedule, payment terms and other terms and conditions governing the provision of such services.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Value: $

Invoicing: Contractor shall submit invoices in accordance with the payment schedule. Client shall pay undisputed amounts within days of receipt of invoice.

Late Payment: Late payments shall accrue interest at (per month) on the outstanding balance and Client shall reimburse Contractor for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this CSOW for convenience upon written notice of days. Termination for cause shall be effective upon written notice if the other party materially breaches and fails to cure within 30 days of notice of such breach. Upon termination, Client shall pay Contractor for all work performed and reasonable incurred costs up to the effective date of termination, subject to any applicable offsets for Contractor non-performance.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use such Confidential Information except to perform its obligations under this CSOW. "Confidential Information" includes non-public technical, business, financial and client information disclosed in any form. The Receiving Party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is (i) publicly available without breach of this CSOW, (ii) rightfully received from a third party without confidentiality obligations, (iii) independently developed without use of the disclosing party’s Confidential Information, or (iv) required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates in any protective measures.

INTELLECTUAL PROPERTY

Deliverables specifically commissioned and paid in full under this CSOW shall be deemed "Work Product." Contractor hereby assigns to Client all right, title and interest in Work Product, subject to Contractor's rights in its pre-existing materials and general know-how. Contractor shall retain ownership of its underlying tools, methodologies and pre-existing intellectual property, provided Contractor grants Client a non-exclusive, worldwide, royalty-free license to any pre-existing materials incorporated into Deliverables for Client's internal use.

CHANGE ORDERS

EXPENSES; TAXES

Expenses: Client shall reimburse Contractor for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the services, subject to submission of receipts. Reimbursable expense categories and caps:

Taxes: Each party is responsible for its own taxes arising from amounts paid under this CSOW, except for any sales tax or similar consumption taxes for which Client is responsible if applicable.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this CSOW. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS CSOW, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND EACH DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, OR FOR LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS CSOW SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO CONTRACTOR UNDER THIS CSOW IN THE PRIOR TWELVE (12) MONTHS.

GOVERNING LAW

This CSOW shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This CSOW, together with any attachments and referenced documents expressly incorporated herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior proposals, understandings and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices shall be in writing and delivered to the addresses below. If any provision of this CSOW is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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