DWTP Legal Agreement

DWTP Legal Agreement

This DWTP Legal Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at ("Client"), and Service Provider Name: with principal place of business at ("Provider"). Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of performing DWTP services, including design, development, testing and production support of data workflows, pipelines and transition processes (collectively, "DWTP Services");

WHEREAS, Client desires to retain Provider to perform certain DWTP Services and Provider agrees to perform such Services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the DWTP Services, deliverables, intellectual property and compensation.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

"Deliverables" means the tangible and intangible outputs, reports, code, configuration, documentation and other work product specifically described in Section 2 delivered to Client pursuant to this Agreement. "Change Order" means any written amendment to the Scope of Services signed by authorized representatives of both Parties.

2. SCOPE OF SERVICES

Provider shall perform the DWTP Services described below in accordance with the standards of care, skill and diligence customary in the industry. Provider shall deliver Deliverables in accordance with the schedule set forth in this Agreement or as otherwise agreed in writing by the Parties.

3. FEES AND PAYMENT

Client shall pay Provider the fees set forth in this Section in consideration for the performance of the DWTP Services and delivery of the Deliverables. Unless otherwise agreed in writing, fees are exclusive of applicable taxes.

4. CHANGES; CHANGE ORDERS

Any modification to the Scope of Services shall be documented in a written Change Order signed by authorized representatives of both Parties. Change Orders shall address scope, price adjustment, schedule impact and any other material terms.

5. CONFIDENTIALITY

Each Party shall treat as confidential all information disclosed by the other Party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not be disclosed to third parties except to the extent required by law or to the receiving Party's employees and contractors who need access to perform this Agreement and who are bound by confidentiality obligations no less protective than those herein.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written instrument signed by both Parties, Provider hereby assigns and shall cause its personnel and subcontractors to assign to Client all right, title and interest in and to the Deliverables, excluding Provider Background Technology. Provider retains ownership of Provider Background Technology and grants Client a perpetual, non-exclusive, worldwide license to the extent necessary to use the Deliverables as intended by this Agreement.

7. WARRANTIES

Provider warrants that (a) it will perform the Services in a professional and workmanlike manner in accordance with industry standards, and (b) the Deliverables will materially conform to the applicable specifications for a period of sixty (60) days following acceptance. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other Party, its officers, directors and employees (the "Indemnified Party") from and against any third-party claims, damages, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement. The Indemnifying Party's obligations are conditioned on the Indemnified Party (a) promptly notifying the Indemnifying Party in writing of the claim, (b) permitting the Indemnifying Party to control the defense and settlement, and (c) cooperating in the defense.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO OR THE TOTAL FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY, WHICHEVER IS LESS.

10. TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue for a term of unless earlier terminated as provided herein. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice. Upon termination, Client shall pay Provider for Services performed and reasonable expenses incurred through the effective date of termination.

11. INSURANCE

Provider shall maintain commercial general liability, professional liability/errors & omissions and workers' compensation insurance as applicable to support performance under this Agreement. Upon request, Provider will provide certificates evidencing such insurance to Client.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either Party may designate by written notice to the other.

13. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement promptly by negotiation. If the dispute is not resolved by negotiation within thirty (30) days, the Parties agree to pursue mediation. If mediation does not resolve the dispute within sixty (60) days, the Parties may submit the dispute to binding arbitration conducted by a single arbitrator in accordance with rules selected by the Parties. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

14. MISCELLANEOUS

Assignment: Neither Party may assign this Agreement or its rights hereunder without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a change of control. 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. Force Majeure: Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, government action, strikes, epidemics or failures of third-party services.

Waiver: No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. Amendments: Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

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

Entire Agreement: This Agreement, including any exhibits and Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. SIGNATURES

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