Digital Services Development Agreement

DIGITAL SERVICES DEVELOPMENT AGREEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client desires to procure digital services, software, and deliverables described herein for the project titled ; and

WHEREAS, Developer represents that it has the expertise, personnel, and resources to design, develop, test, and deliver the digital services and deliverables described in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Developer will perform the services and deliver the deliverables to Client.

Scope of Work

Developer shall perform the services and deliver the deliverables as described in this Section and any attachments executed by the parties. Developer shall provide a good faith estimate of effort and will use commercially reasonable efforts to meet agreed milestones.

Acceptance and Testing

Upon delivery of a deliverable, Client shall have calendar days to perform acceptance testing in accordance with the acceptance criteria. Failure to provide written notice of rejection during that period constitutes acceptance.

Payment Terms

As consideration for the services and deliverables, Client shall pay Developer the fees set forth below. Fees shall be payable in United States dollars unless otherwise agreed in writing.

Invoices are due within days of receipt. Overdue amounts shall accrue interest at the rate of percent per month, or the maximum permitted by law, whichever is less.

Term and Termination

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

Start Date:     End Date:

Either party may terminate for convenience upon days' prior written notice. For material breach, the non-breaching party may terminate if the breaching party fails to cure within days after written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party the other party's Confidential Information, nor use such Confidential Information except to perform its obligations under this Agreement. Confidential Information excludes information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue as long as such information qualifies as a trade secret under applicable law.

Intellectual Property

All rights, title, and interest in the Work Product created specifically for Client under this Agreement shall be assigned to Client upon full payment of fees due for such Work Product. Developer hereby assigns all right, title and interest in such Work Product to Client, subject to Developer's ownership of its pre-existing materials and tools.

Warranties; Liability; Indemnification

Developer warrants that for a period of ninety (90) days following acceptance, the deliverables will substantially conform to the agreed specifications. Developer's sole obligation for breach of this warranty shall be, at Developer's option, to repair or replace the non-conforming items or refund fees paid for the non-conforming deliverable.

Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Developer under this Agreement during the month(s) preceding the claim, or , whichever is greater.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct.

Change Orders

Any changes to the Scope of Work shall be documented in a written change order signed by both parties. Change orders shall state the change, any adjustments to the schedule, and additional compensation. Developer's standard hourly rate for change work is per hour unless otherwise agreed.

Maintenance and Support (Optional)

Ongoing maintenance or support, if requested by Client, will be provided under a separate statement of work or addendum. Check to indicate Client requests a proposal for maintenance/support:

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may specify by notice).

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that state.

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

Miscellaneous

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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