Handover Deliverables Template

HANDOVER DELIVERABLES TEMPLATE

This Handover Deliverables Template (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, the Service Provider has developed, prepared, or maintained certain deliverables, materials, documentation and related assets described below (Deliverables) as part of the project identified as Project Name: ; and

WHEREAS, the Client requires formal transfer and acceptance of the Deliverables, including associated documentation, credentials, and intellectual property rights necessary for use, operation, and maintenance; and

WHEREAS, the parties desire to set forth the scope, schedule, acceptance criteria, and terms under which the Deliverables will be handed over and accepted.

SCOPE OF WORK

The Service Provider shall deliver the items described below and perform the associated handover activities, including knowledge transfer, documentation delivery, and transfer of access rights. Specific tasks and responsibilities are described in the following sections.

ITEMIZED DELIVERABLES

Deliverable 1

Deliverable 2

Deliverable 3

HANDOVER CHECKLIST

The following items shall be included in the handover unless otherwise agreed in writing:

Source code repository access

System and user documentation

Administrative credentials and account transfers

Test results and quality assurance evidence

Training materials and knowledge-transfer sessions

DELIVERABLE ACCEPTANCE

Acceptance Criteria: The Client shall review each delivered item against the acceptance criteria specified below. Deliverables that materially conform to the stated acceptance criteria will be accepted in writing.

PAYMENT TERMS

As consideration for the Deliverables and handover services, the Client shall pay the Service Provider the amounts and according to the schedule set out below.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than Notice Period (days): days prior to the intended termination date. Either party may terminate for material breach if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party except as required by law or as necessary to perform its obligations under this Agreement. Confidential Information means non-public information disclosed in writing, orally and identified as confidential at the time of disclosure or that by its nature ought reasonably to be treated as confidential.

The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except to the extent that information constitutes trade secrets under applicable law, in which case confidentiality obligations continue for so long as the information remains a trade secret.

INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, the Service Provider assigns to the Client all right, title and interest in and to the Deliverables created specifically for the Client under this Agreement. Pre-existing materials of either party remain that party's property and are licensed to the other only to the extent necessary for use of the Deliverables.

WARRANTIES AND DISCLAIMER

The Service Provider warrants that the Deliverables, at the time of acceptance, shall materially conform to the agreed acceptance criteria. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE DELIVERABLES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the Governing Jurisdiction: without regard to its conflict of laws rules.

This Agreement, including all attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or acquisition. Any amendments must be in writing and signed by authorized representatives of both parties.

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