EMV Document Template

EMV DOCUMENT TEMPLATE

Recitals

This Agreement is made effective as of between Client Name: and Service Provider Name: .

WHEREAS, Client requires services related to EMV integration, implementation, certification, testing, or advisory services as further described herein; and

WHEREAS, Service Provider possesses the technical expertise and capacity to provide such EMV-related services on the terms set forth in this Agreement.

Scope of Work

Payment Terms

Client agrees to pay Provider the fees described below in exchange for the services set forth in the Scope of Work.

Term and Termination

This Agreement commences on the Effective Date and shall continue until the completion of the Scope of Work or until terminated in accordance with this section.

Term Start Date:     Term End Date (if applicable):

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve Client of payment obligations for services performed through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form 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.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) use it only to perform its obligations under this Agreement, and (c) not disclose it to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The foregoing obligations do not apply to information that (i) is or becomes public through no fault of the receiving party; (ii) was already known by the receiving party without obligation of confidentiality; (iii) is rightfully received from a third party free of obligation; or (iv) must be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the minimum required.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement, and that performance will not violate any agreement with a third party. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards for EMV integration and testing.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality, neither party will be liable to the other for consequential, incidental, indirect, punitive, or special damages. The aggregate liability of each party for any claim arising out of this Agreement will not exceed the total fees paid by Client to Provider under this Agreement during the preceding twelve months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any dispute arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits, attachments, or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification will be binding unless executed in writing by both parties.

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