Conversion Unit Template

CONVERSION UNIT AGREEMENT

This Conversion Unit Agreement ("Agreement") is entered into as of Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires conversion, calibration, and formalization of measurement/conversion units and associated conversion logic for the goods, services or datasets described in this Agreement; and

WHEREAS, Service Provider possesses the technical expertise, procedures and equipment to perform conversion unit services, including specification, conversion factor development, testing, and acceptance; and

WHEREAS, the parties desire to set forth the terms, deliverables, payment and confidentiality obligations applicable to the conversion unit work.

SCOPE OF WORK

Service Provider shall perform the conversion unit work described below, including design, calculation of conversion factors, verification testing, documentation of methodology, and delivery of final conversion unit package in accordance with the acceptance criteria stated herein.

CONVERSION UNIT SPECIFICATIONS

Original Unit:    Target Unit:

Conversion Factor (numerical formula or ratio):

PAYMENT TERMS

Total Fee:    Currency:

Invoicing Terms:

Late Payment Fee:    Remedies for Non-Payment: Service Provider may suspend delivery until overdue amounts are paid in full.

TERM AND TERMINATION

Commencement Date:    Termination Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the Notice Period of after written notice. Termination for convenience is permitted only if expressly agreed in writing.

CONFIDENTIALITY

Each party shall keep confidential all Confidential Information disclosed by the other party during the term of this Agreement and for a period of three (3) years thereafter. "Confidential Information" includes technical data, conversion formulas, calibration procedures, test results, specifications, pricing, and other non-public business information. Confidential Information does not include information that (i) is or becomes generally known without breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without reference to the receiving party's Confidential Information.

Each receiving party shall use Confidential Information solely to perform obligations under this Agreement and shall take commercially reasonable measures to protect such information from unauthorized disclosure. Upon termination or expiration, each receiving party shall return or destroy Confidential Information as directed by the disclosing party.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing tools, methodologies and intellectual property used to perform the Services. Upon full and final payment of all amounts due for the specific conversion unit deliverable, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use the delivered conversion factors, formulas and documentation for the Client's internal business purposes. Any assignment of ownership must be evidenced in a separate written instrument signed by both parties.

WARRANTIES AND LIMITATION OF LIABILITY

Service Provider warrants that the conversion calculations and documentation will materially conform to the acceptance criteria set forth in this Agreement for a period of ninety (90) days following acceptance. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The parties shall attempt to resolve disputes in good faith by negotiation prior to commencing any litigation.

NOTICES

ENTIRE AGREEMENT

This Agreement, including all exhibits and written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and do not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all of the assigning party's assets.

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