Final Project LMS

FINAL PROJECT LMS

RECITALS

Client Name:   Developer Name:

WHEREAS, Developer is engaged in the business of designing, developing, configuring, and deploying Learning Management Systems and related software, including custom integrations and course delivery tools; and

WHEREAS, Client desires to engage Developer to design, develop, and deliver the final project Learning Management System described in this Agreement (the "Final Project LMS") under the terms set forth below; and

WHEREAS, Developer represents that Developer has the technical skill, personnel, and resources necessary to perform the Scope of Work and deliver the Deliverables described herein in a professional and workmanlike manner.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Developer shall perform the services and deliver the deliverables described in this Section and any attached schedules. The Scope of Work shall include requirements analysis, system architecture, user interface design, development, testing, deployment, documentation, and one transition cycle to Client operations.

PAYMENT TERMS

Total Contract Amount: $

Invoicing Terms: Net   Late Fee: % of unpaid amount per month or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after receipt of written notice specifying the breach. Client may terminate for convenience upon written notice provided at least days prior to the effective termination date; in such event Client shall pay Developer for all work performed and reasonable wind-down costs.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information disclosed by the other party (the "Disclosing Party") except as necessary to perform obligations under this Agreement. "Confidential Information" includes non-public technical, business, financial, and operational information, but does not include information that is or becomes generally known through no fault of the Receiving Party, is rightfully received from a third party without obligation of confidentiality, or is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or at the Disclosing Party's request, Confidential Information shall be returned or destroyed as directed.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Developer shall retain ownership of Developer Background Technology and tools used to perform the Services. As between the parties, Client shall own all right, title and interest in Deliverables specifically created for Client under this Agreement upon full payment of amounts due. Developer hereby expressly assigns and agrees to assign to Client all right, title and interest in such Deliverables to the extent validly assignable.

Developer warrants that the Deliverables will be original and not infringe third-party rights. Developer will, at its expense, indemnify, defend and hold Client harmless from third-party claims to the extent arising from Developer's breach of the foregoing warranty.

Developer assigns to Client all assignable rights in Deliverables upon receipt of full payment.

WARRANTIES; LIMITATION OF LIABILITY

Developer warrants that for a period of months after Acceptance, Developer will remedy material defects in the Deliverables reported in writing. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS.

ACCEPTANCE

Acceptance shall occur when Client has had a reasonable period to test the Deliverables against the Acceptance Criteria and provides written confirmation that the Deliverables materially conform to the Acceptance Criteria. If Client does not provide notice of rejection within 15 business days of delivery, the Deliverables shall be deemed accepted.

INDEMNIFICATION

Each party shall indemnify, defend and hold the other harmless from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

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 law principles. The parties shall attempt in good faith to resolve disputes through negotiation, and if unresolved, submit disputes to binding arbitration in the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein shall create a partnership, joint venture, agency relationship, or employment relationship between the parties.

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