Deployment Screen Template

Deployment Screen Template

THIS DEPLOYMENT SCREEN AGREEMENT (the "Agreement") is made and entered into by and between the parties identified below.

Client Name:     Provider Name:

Effective Date:

WHEREAS

WHEREAS, Provider has expertise in the design, configuration and deployment of visual display screens, presentation layouts, and associated deployment procedures (collectively, "Deployment Screens"); and

WHEREAS, Client desires to engage Provider to deliver and deploy Deployment Screens in accordance with the terms and specifications set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define the scope, schedule, payment terms and responsibilities for the development and deployment of the Deployment Screens.

SCOPE OF WORK

Target Deployment Date:     Target Environment:

PAYMENT TERMS

Late Payment Fee:     Invoice Frequency:

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice describing the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including technical designs, deployment procedures, trade secrets and client data.

Non-Disclosure Obligations: Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least reasonable care to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed.

WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

Provider warrants that the Deployment Screens will materially conform to the specifications set forth in the Scope of Work for a period of days following acceptance. This warranty does not cover defects resulting from Client modifications, third-party integrations, or Client-provided content.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or a party's breach of its confidentiality or intellectual property obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement.

Indemnification: Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Agreement or its negligent acts or omissions in performing this Agreement.

CHANGE ORDERS

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

ELECTRONIC SIGNATURE

The parties agree that electronic signatures, whether typed, digital, or otherwise electronically affixed, are intended to authenticate this Agreement and have the same force and effect as original handwritten signatures.

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