Digital Services Agreement

Digital Services Agreement

This Digital Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , Entity Type: Corporation LLC Other , Principal Place of Business: ; and Client Name: , Entity Type: Corporation LLC Other , Principal Place of Business: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Provider is in the business of designing, developing and delivering digital services, software-as-a-service, and related professional services, and has the personnel, technical expertise, and resources necessary to perform such services; and

WHEREAS, Client desires to engage Provider to perform certain digital services and deliverables as set forth in this Agreement, and Provider is willing to perform such services pursuant to the terms and conditions contained herein.

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such services and the resulting deliverables.

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

1. DEFINITIONS

1.1 "Services" means the digital services to be performed by Provider as described in Exhibit A (Services Description) and any Statements of Work executed under this Agreement. The initial description of Services is set forth in the Services Description field below.

1.2 "Deliverables" means tangible or electronic materials, reports, software, documentation, and other results produced for Client pursuant to the Services. The parties shall identify specific Deliverables and acceptance criteria in an applicable Statement of Work.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in applicable Statements of Work in a professional, workmanlike manner consistent with industry standards. Provider will use commercially reasonable efforts to meet any schedules or milestones set forth in the Statement of Work, but any dates are estimates unless expressly stated as binding in writing.

2.2 Client shall provide timely access to personnel, systems, data, and decisions reasonably required for Provider to perform the Services. Client acknowledges that failure to provide required cooperation may delay performance and relieve Provider of deadlines.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for Initial Term: months, unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon Delivery of written notice to the other Party no fewer than Notice Days for Termination: days prior to the effective date of termination.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision and fails to cure such breach within Cure Period: days after receipt of written notice specifying the breach.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in each Statement of Work. Initial Fees: .

4.2 Payment Terms. Unless otherwise stated, invoices are payable within Payment Terms: days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. CHANGE ORDERS

5.1 Any change to the scope, schedule, or price of the Services shall be documented in a written change order signed by authorized representatives of both Parties (a "Change Order"). Provider shall not be obligated to perform work outside the scope without an executed Change Order.

6. CONFIDENTIALITY

6.1 Each Party shall maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. "Confidential Information" includes non-public business, technical, or financial information disclosed in connection with this Agreement.

6.2 Confidential Information does not include information that (a) is or becomes publicly known through no breach by the receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed without reference to Confidential Information; or (d) is required to be disclosed by law, provided the disclosing Party gives prompt notice to permit intervention or protective measures.

7. INTELLECTUAL PROPERTY

7.1 Pre-Existing IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement grants any ownership in a Party's pre-existing IP to the other Party, except as expressly provided below.

7.2 Work Product and Assignment. Subject to Client's timely payment of all amounts due, Provider hereby assigns to Client all worldwide right, title and interest in and to Work Product specifically created for Client under this Agreement, excluding Provider's pre-existing tools, libraries, and general know-how ("Provider Tools"). Provider grants Client a nonexclusive, perpetual, royalty-free license to any Provider Tools embedded in the Work Product to the extent necessary for Client's use of the Work Product.

8. WARRANTIES; DISCLAIMER

8.1 Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Provider will reperform the nonconforming Services at no additional charge or, if Provider cannot remedy the breach, refund the fees attributable to the deficient Services.

8.2 EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 8.1, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify, defend and hold Client harmless from and against any third-party claim alleging that the Work Product infringes or misappropriates such third party's intellectual property rights, provided that Client (a) promptly notifies Provider in writing of the claim, (b) allows Provider to control the defense and settlement, and (c) cooperates reasonably in the defense.

9.2 Client Indemnity. Client shall indemnify, defend and hold Provider harmless from and against any third-party claims arising from Client's use of the Services in violation of this Agreement, Client-provided materials, or Client's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

10.1 IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. DATA SECURITY AND PRIVACY

11.1 Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the Client Data, including measures to prevent unauthorized access, disclosure, alteration, or destruction. In the event of a security breach affecting Client Data, Provider will notify Client within Breach Notice Days: hours of discovery and take commercially reasonable steps to mitigate harm.

12. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including data protection, export control and privacy laws applicable to its operations.

13. NOTICES

Provider Notice Contact

Client Notice Contact

14. ASSIGNMENT

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an acquirer of substantially all of its assets or equity without consent, provided the assignee assumes all obligations hereunder.

15. AMENDMENT; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right will operate as a waiver thereof.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

17.1 Entire Agreement. This Agreement, including all Statements of Work and Change Orders executed hereunder, constitutes the entire agreement between the Parties and supersedes all prior agreements, proposals and communications, whether written or oral, relating to the subject matter hereof.

17.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the Parties' intent.

17.3 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 transmitted electronically shall be binding.

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