Custom Controls Template

CUSTOM CONTROLS TEMPLATE

This General Business Agreement ("Agreement") is made effective as of (Effective Date), by and between Client Name: (Client) and Service Provider Name: (Provider).

WHEREAS

WHEREAS, Client requires the design, configuration, testing, and implementation of custom controls for Client systems and processes that are described in this Agreement; and

WHEREAS, Provider represents that it has the technical capability, personnel, and experience to perform the services and deliverables set forth in the Scope of Work; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the design, delivery, and maintenance of the custom controls in accordance with the terms of this Agreement.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below. Provider shall use commercially reasonable efforts, qualified personnel, and industry-standard methodologies to complete the work in accordance with the schedule agreed by the parties.

PAYMENT TERMS

Client shall pay Provider for the services performed and deliverables provided under this Agreement in accordance with the following terms.

Invoices shall be submitted by Provider in writing to the invoicing address below and are due within days of receipt unless otherwise specified in the Payment Schedule.

Late payments shall accrue interest at the lesser of (i) the maximum rate permitted by applicable law, or (ii) percent per month on the outstanding balance, calculated from the due date until paid. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice identifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, software designs, control specifications, test results, trade secrets, business plans, customer data, and technical documentation.

The Receiving Party shall (i) protect Confidential Information with at least the same degree of care as it protects its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure as demonstrated by written records; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or at the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify destruction if requested. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of any pre-existing intellectual property and tools used to provide the services. Client shall own custom deliverables created specifically for Client under this Agreement upon full payment, and Provider hereby assigns to Client all right, title, and interest in such custom deliverables. Provider retains the right to use general skills, know-how, and techniques developed during performance provided no Confidential Information or Client-owned deliverables are disclosed or used in violation of this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in that state, and each party consents to personal jurisdiction and venue therein.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, statements of work, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an acquirer of substantially all of its assets or equity without consent.

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