Conversion Service Order Form

Conversion Service Order Form

Client Name:   Service Provider Name:

Order Date:   Order Number:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain conversion services as set forth in this Service Order Form; and

WHEREAS, Service Provider represents that it has the technical capability, experience, personnel, and equipment necessary to perform the conversion services described herein in accordance with the terms and conditions of this Order; and

WHEREAS, the parties desire to reduce to writing the specific scope, pricing, schedule and terms governing the conversion work to be performed for this Order.

Scope of Work

Source Format:   Target Format:

Order Details and Pricing

Quantity or Units:   Unit Price:   Estimated Total Amount:

Payment Terms

Total Contract Amount:

Late Payment Fee:   Currency:

Delivery, Acceptance and Changes

Delivery Method:   Delivery Deadline:

Term and Termination

Commencement Date:   Completion or End Date:

Termination on Notice: Either party may terminate this Order upon written notice to the other party delivered at least days prior to the desired termination date. Termination shall not relieve Client of its obligation to pay for Services performed and accepted through the effective date of termination.

Confidentiality

Each party acknowledges that it may receive or have access to Confidential Information of the other party. "Confidential Information" includes business information, technical data, client content, conversion source files, target files, project specifications, and any other information reasonably understood to be confidential. Receiving party shall (a) use Confidential Information solely to perform obligations under this Order; (b) restrict disclosure to employees, contractors, or subcontractors with a need to know and subject to confidentiality obligations no less protective than those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is publicly known through no fault of the receiving party or that is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent legally required.

Representations and Warranties; Liability

Service Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS ORDER, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS ORDER SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS ORDER DURING THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

Governing Law; Dispute Resolution

This Order shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Order through negotiation; if unresolved within 30 days, either party may pursue any rights or remedies available at law or in equity.

Entire Agreement

This Conversion Service Order Form, together with any attachments, exhibits, and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, representations and other communications, whether oral or written. Any amendments must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Subcontracting: Service Provider may engage subcontractors to perform parts of the Services provided that Service Provider remains responsible for performance. Assignment of this Order requires the prior written consent of the non-assigning party, not to be unreasonably withheld.

Sign Now