DCO Legal Contract Template

DCO Legal Contract Template

This DCO Legal Contract ("Agreement") is made and entered into as of by and between , a organized under the laws of with a principal place of business at ; and , a organized under the laws of with a principal place of business at .

RECITALS

WHEREAS, Party A is in the business of providing digital contracting, data coordination, and systems integration services described herein (the "Services");

WHEREAS, Party B desires to engage Party A to perform the Services under the terms and conditions set forth in this Agreement and Party A is willing to perform such Services for Party B;

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the Services, the handling of Controlled Data, and the ownership of work product.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Confidential Information" means non‑public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential; (b) "Controlled Data" means any personal data, regulated data, proprietary data, or other information that is subject to statutory, contractual or regulatory protection; (c) "Deliverables" means all tangible and intangible results delivered by Party A under this Agreement.

2. SCOPE OF SERVICES

Party A shall perform the Services described in the Statement of Work attached as Exhibit A and incorporated by reference. Party A shall use commercially reasonable efforts, professional skill and care, and qualified personnel to perform the Services in accordance with industry standards.

3. DELIVERABLES AND ACCEPTANCE

Party A shall deliver the Deliverables to Party B in accordance with the schedule set forth in Exhibit A. Party B shall have a period of days to inspect and accept or provide written notice of rejection with specific deficiencies. Failure to timely provide written rejection shall constitute acceptance.

4. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for months unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice of such breach.

5. COMPENSATION AND PAYMENT

Party B shall pay Party A the fees set forth in Exhibit B. Unless otherwise stated, all amounts are payable in U.S. Dollars within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. CONFIDENTIALITY

Each party shall hold the other's Confidential Information in strict confidence, shall not disclose it to any third party except as permitted by this Agreement, and shall use 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. Confidential Information shall not include information that is publicly known or independently developed without reference to the other party's Confidential Information.

7. DATA SECURITY AND CONTROLLED DATA

With respect to Controlled Data, Party A shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Controlled Data and in compliance with applicable law. Party A shall process Controlled Data only for the purposes of performing the Services and in accordance with Party B's documented instructions. Upon termination, Party A shall return or securely destroy Controlled Data in accordance with Party B's written instructions.

8. INTELLECTUAL PROPERTY

Except as expressly set forth in this Agreement, each party retains all right, title and interest in its preexisting intellectual property. Unless otherwise agreed in writing, Deliverables created by Party A in performance of the Services shall be deemed a work made for hire and ownership shall vest in . If applicable law does not recognize work made for hire, Party A hereby assigns and agrees to assign all right, title and interest in the Deliverables to that party.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A represents that the Services will be performed in a professional and workmanlike manner consistent with industry practices.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality or infringement obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party shall indemnify and hold harmless the other from third‑party claims arising out of its breach of the representations set forth in this Agreement or its negligent acts or omissions.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses provided below by certified mail, overnight courier, or email with confirmation of receipt. Notices are effective upon receipt.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Failure to insist upon strict performance of any provision shall not constitute a waiver of any subsequent breach.

13. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision, to the extent possible, that carries out the original intent.

14. 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.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be valid and binding.

16. ENTIRE AGREEMENT

This Agreement, together with all exhibits and any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

SIGNATURES

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