Digital Business Document Template

DIGITAL BUSINESS DOCUMENT TEMPLATE

This Digital Business Agreement ("Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client requires digital services and/or deliverables as described in this Agreement; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel and resources to provide the services described herein and agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the performance, payment and ownership of work product.

Scope of Work

Service Provider shall perform the services and deliverables described below. The description below constitutes the full scope of services to be provided under this Agreement and may be amended only in writing signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. All fees are exclusive of taxes unless otherwise stated.

Payments shall be due in accordance with the payment schedule. In addition to the late fee set forth above, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, for any amounts not timely paid.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written Notice Period: days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice of the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary or business information disclosed by the other party (the "Disclosing Party") and marked or reasonably understood to be confidential ("Confidential Information"). The Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall protect Confidential Information with at least the same degree of care that it uses to protect its own confidential information but in no event less than reasonable care. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

Intellectual Property and Work Product

Unless otherwise agreed in writing, upon full payment of all fees due, Service Provider assigns to Client all right, title and interest in and to final deliverables created specifically for Client under this Agreement. Service Provider shall retain ownership of its pre-existing tools, methodologies, know-how and any components developed outside the scope of this Agreement. Where third-party materials are included in deliverables, Service Provider will secure necessary licenses for Client's use or otherwise disclose license requirements in writing prior to delivery.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing. Notice is effective upon personal delivery, or three (3) days after deposit with a nationally recognized overnight courier, or upon confirmed electronic transmission with a delivery receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the agreed jurisdiction, except that either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with the sale of substantially all of its assets.

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