Conversion Service ISO Converter

CONVERSION SERVICE ISO CONVERTER AGREEMENT

This Conversion Service ISO Converter Agreement (the Agreement) is made and entered into as of by and between:

Client Name:

Service Provider:

RECITALS

WHEREAS, Client possesses data, media, or electronic files requiring conversion to optical disc image files in ISO format and related delivery services; and

WHEREAS, Service Provider has the technical capability and systems to perform conversion, verification, and secure handling of Client materials in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform conversion services and deliver ISO image files to Client.

SCOPE OF WORK

Service Provider shall perform conversion services described below and any ancillary tasks necessary for delivery of usable ISO image files. The scope includes receiving source materials, creating ISO images, validating integrity, and delivering images to Client in the agreed delivery method.

Standard conversion options (select as applicable):

Create ISO images    Verify checksums and integrity    Return original media after conversion

PAYMENT TERMS

Total Fee: $    Deposit: $

Invoices are due within days of invoice date. Late payments shall accrue interest at the rate of or a late fee of $, whichever is greater.

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Termination for cause may occur upon a material breach if the breaching party fails to cure the breach within 15 days of written notice.

CONFIDENTIALITY

Each party acknowledges that, in the performance of this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means any non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

Recipient shall: (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to employees, contractors, and agents with a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential materials, but no less than reasonable care. Confidential Information shall not include information that is publicly available without breach by Recipient, independently developed by Recipient without use of discloser's Confidential Information, or rightfully obtained from a third party not under an obligation of confidentiality.

INTELLECTUAL PROPERTY AND DATA RIGHTS

Client retains all right, title, and interest in source materials and underlying data. Service Provider grants Client a nonexclusive license to any conversion tools or scripts delivered solely to the extent necessary to use the delivered ISO images. Service Provider retains all intellectual property rights in its proprietary tools, methods, and software used to perform the services.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR IN CONNECTION WITH 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 without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Any waiver of any provision of this Agreement must be in writing and signed by the party granting the waiver. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship.

Sign Now