DevOps Project Agreement NHRG

DevOps Project Agreement NHRG

This DevOps Project Agreement NHRG (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, the Client requires DevOps services to design, implement, and operate continuous integration, delivery pipelines, infrastructure automation, monitoring, and related operational practices for the Project identified herein; and

WHEREAS, the Service Provider represents that it possesses the technical expertise, personnel, tools, and facilities necessary to perform the services in a professional manner consistent with industry standards applicable to DevOps engagements; and

WHEREAS, the parties desire to set forth the terms, deliverables, payment, confidentiality obligations, and other conditions under which the Service Provider will perform the DevOps services for the Client.

1. Scope of Work

1.1 Engagement. The Service Provider shall perform the services and deliverables described below (collectively, the Services) in accordance with the terms of this Agreement.

1.2 Changes. Any material change to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties that specifies adjustments to schedule, fees, and deliverables.

2. Payment Terms

2.1 Fees. In consideration of the Services, the Client shall pay the Service Provider the Total Project Fee of USD, subject to the schedule below and any approved change orders.

2.2 Invoices shall be delivered in writing to the Client's billing contact and are payable within days of receipt unless otherwise agreed in writing.

2.3 Late Payment. Overdue amounts shall accrue interest at a rate of on the outstanding balance or the maximum rate permitted by law, whichever is lower. The Client shall also reimburse reasonable collection costs, including attorney fees, for overdue accounts.

3. Term and Termination

3.1 Term. The term of this Agreement Commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Upon termination for convenience, the Client shall pay the Service Provider for all Services performed and expenses incurred through the effective date of termination, plus any agreed wind-down costs.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any other remedies available at law or in equity.

4. Confidentiality

4.1 Definition. Confidential Information means non-public business, technical and financial information disclosed by either party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Each party shall (a) maintain the confidentiality of the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

4.3 Exceptions. Confidential Information shall not include information that (i) is or becomes publicly known other than by breach of this Agreement, (ii) was rightfully known prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the other party's Confidential Information. A party may disclose Confidential Information as compelled by law, provided it gives prompt notice to the disclosing party and cooperates in any lawful effort to resist or narrow the required disclosure.

4.4 Duration. The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of months, except with respect to trade secrets which shall be protected for as long as such information qualifies as a trade secret under applicable law.

5. Intellectual Property and Work Product

5.1 Ownership. Except as otherwise agreed in a written statement of work, all tangible deliverables and work product created specifically for the Client under this Agreement (Work Product) shall be deemed a work made for hire and shall be the exclusive property of the Client. To the extent any Work Product does not qualify as work made for hire, the Service Provider hereby irrevocably assigns all right, title and interest in such Work Product to the Client.

5.2 Service Provider Materials. Notwithstanding the foregoing, Service Provider retains ownership of its pre-existing tools, libraries, scripts, know-how, and methodologies (Service Provider Materials). The Client is granted a non-exclusive, non-transferable, royalty-free license to use Service Provider Materials only to the extent incorporated in the Work Product and solely for the Client's internal business purposes.

6. Representations, Warranties, and Liability

6.1 Mutual Representations. Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Service Provider Warranty. The Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. The exclusive remedy for breach of this warranty shall be re-performance of the nonconforming Services or, if re-performance is not commercially reasonable, a refund of the fees paid for the deficient Services.

6.3 Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, and each party's aggregate liability shall not exceed the total fees paid under this Agreement during the twelve (12) month period preceding the claim.

7. Notices and Contacts

8. Governing Law and Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the selected state, unless otherwise mutually agreed in writing.

9. Entire Agreement

This Agreement, together with any written statements of work and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous oral or written agreements, representations, and understandings. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

10.1 Independent Contractor. The Service Provider is an independent contractor and not an employee, agent, or joint venturer of the Client. The Service Provider shall be responsible for all taxes, withholdings and other statutory obligations of its personnel.

10.2 Assignment. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

10.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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