Development Project Link

DEVELOPMENT PROJECT LINK

Effective Date:

Client Name:    Client Contact Title:

Developer Name:    Developer Contact Title:

Recitals

WHEREAS, Client Name: seeks to link, integrate, or otherwise enable a Development Project Link that connects Client systems, data, or services to Developer systems or hosted infrastructure; and

WHEREAS, Developer Name: has the technical capability and will perform the development, integration, configuration, testing, and documentation necessary to establish the Development Project Link under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Developer will perform the tasks necessary to create, configure, connect, test, and hand over the Development Project Link as described below. Developer shall deliver technical documentation, test reports, and a plan for production deployment.

Payment Terms

Total Fee:

Payment Method:

Late Payment Fee: . Interest or fees will not exceed the maximum allowed by applicable law.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing Notice Period (days): days' prior written notice. Either party may terminate for material breach if the breach is not cured within 30 days after written notice of breach.

Confidentiality

Each party (the "Receiving Party") will hold in strict confidence all non-public information disclosed by the other party (the "Disclosing 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"). Confidential Information includes technical designs, code, system architecture, credentials, business plans, pricing, and customer data.

The Receiving Party will use Confidential Information solely to perform its obligations under this Agreement, restrict disclosure to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations, and will implement reasonable administrative, physical, and technical safeguards. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and an opportunity to seek protective relief.

Liability and Warranties

Developer warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED HEREIN, ALL WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

Notices shall be sent to the addresses below and are deemed given when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested.

Governing Law; Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties will first attempt to resolve disputes by good-faith negotiation. If unresolved within 30 days, disputes will be resolved by binding arbitration in the county of the governing law state, unless otherwise mutually agreed in writing.

Entire Agreement; Amendment

This Agreement, including exhibits and attachments, constitutes the entire agreement between the parties concerning the Development Project Link and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

Survival

Provisions that by their nature survive termination or expiration of this Agreement, including confidentiality, limitation of liability, and governing law, will survive such termination or expiration.

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