Digital Services Work Agreement

Digital Services Work Agreement

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

Parties

Recitals

WHEREAS, Client desires to retain Provider to perform certain digital services as set forth in this Agreement; and

WHEREAS, Provider has expertise in delivering digital services including but not limited to design, development, hosting coordination, and analytics; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such services.

Scope of Work

Provider will perform the services described below (the "Services") and deliverables identified in the accepted proposal. Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the Services. All fees are due in U.S. dollars unless otherwise agreed.

Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law), calculated monthly on the unpaid balance. Client is responsible for reasonable collection costs and attorneys' fees incurred to collect overdue payments.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice no less than days prior to termination. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required to perform the Services or as required by law. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes generally known through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to receipt; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction and without breach of an obligation to the Disclosing Party.

Intellectual Property

Unless otherwise agreed in writing, Provider retains all right, title and interest in its pre-existing materials, tools, code libraries, templates, know-how, methodologies and other intellectual property ("Provider IP"). Upon receipt of full payment for Services, Provider assigns to Client ownership of the final deliverables specifically created for Client under this Agreement and identified in the accepted scope of work ("Work Product"). Such assignment does not include Provider IP except to the extent Provider incorporates Provider IP into the Work Product and to the extent Provider can grant such rights.

Provider may retain copies of Work Product for archival purposes and may use anonymized case studies or portfolio references unless Client has affirmatively indicated that all public disclosure would cause competitive harm. If Client requires full assignment of Provider IP, the parties shall agree in writing and Client shall pay an agreed additional fee for such assignment.

Warranties; Limitations of Liability

Provider warrants that Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. Client's sole and exclusive remedy, and Provider's sole liability, for breach of this warranty is that Provider shall use commercially reasonable efforts to correct nonconforming Services at no additional charge. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Independent Contractor; Taxes

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship. Provider is solely responsible for all taxes, withholdings and other statutory obligations arising from payments made by Client to Provider.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt notice of any claim and cooperate in the defense at the indemnifying party's expense.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), or by email with confirmation. Notices are effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved, the parties agree to submit disputes to binding arbitration in the county of the chosen governing state, unless otherwise mutually agreed in writing.

Entire Agreement

This Agreement, together with any exhibits, schedules or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and representations. Any amendment or modification must be in writing signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate relief for breach of certain obligations (including confidentiality and intellectual property) and that injunctive relief may be appropriate in addition to other remedies.

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