Independent Software Vendor Agreement

Independent Software Vendor Agreement

This Independent Software Vendor Agreement ("Agreement") is made effective as of by and between Vendor Name: and Client Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Vendor is engaged in the development, licensing and support of software solutions and possesses expertise in the design, development and delivery of software products and related services; and

WHEREAS, Client desires to retain Vendor to develop, deliver and, if applicable, maintain certain software and related deliverables as set forth in this Agreement; and

WHEREAS, Vendor agrees to perform such services on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Vendor shall perform the services and deliver the software, documentation and other items described below (collectively, the "Work"). Vendor shall use commercially reasonable efforts to perform the Work in accordance with the schedule and deliverables set forth herein.

Acceptance Testing: Client shall have days from delivery of each deliverable to perform acceptance testing in accordance with the acceptance criteria set forth in the Scope of Work. If Client does not provide written notice of rejection within that period, the deliverable shall be deemed accepted.

PAYMENT TERMS

Client shall pay Vendor for the Work in accordance with the following terms.

Late Payment: Amounts not paid within days of the due date shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client is also responsible for reasonable collection costs and attorneys' fees incurred by Vendor.

TERM AND TERMINATION

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

Start Date: Completion Date:

Termination for Convenience: Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Termination for Cause: Either Party may terminate for uncured material breach following days' written notice and failure to cure.

Effect of Termination: Upon termination, Client shall pay Vendor for all Work performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

Each Party shall hold in confidence and not disclose to any third party the other Party's confidential information, including non‑public technical, business and financial information and any non‑public deliverables and source code (collectively, "Confidential Information"), except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY AND LICENSE

Ownership: Except for third‑party components and for Client Materials, Vendor retains all right, title and interest in and to all pre‑existing and independently developed intellectual property, including the underlying source code, trade secrets, tools, libraries and methodologies used to create the Work ("Vendor IP"). Client retains ownership of Client Materials provided to Vendor.

Third‑Party Software: Vendor will identify third‑party components included in the Work and pass through any required third‑party license terms. Client's use of such components will be subject to those third‑party licenses.

WARRANTIES; DISCLAIMER

Vendor warrants that for a period of days following acceptance, the deliverables will materially conform to the specifications set forth in the Scope of Work. Vendor's sole obligation and Client's exclusive remedy for breach of the foregoing warranty shall be, at Vendor's option, remedying the nonconformity or issuing a pro rata refund. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE WORK IS PROVIDED "AS IS" AND VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO VENDOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Vendor shall indemnify and defend Client against any third‑party claim alleging that the Work, when used as permitted by this Agreement, infringes a third party's United States patents, copyrights or trade secrets, and shall pay any settlements or damages finally awarded against Client; provided that Vendor is given prompt notice of the claim and sole control of the defense and settlement, and Client cooperates reasonably. If an injunction or claim of infringement is asserted, Vendor may, at its option, obtain the right for Client to continue using the Work, replace or modify the Work to make it non‑infringing, or terminate the license and refund any unearned fees.

MAINTENANCE AND SUPPORT

Maintenance Services: Vendor shall provide maintenance and support as described in a separate Statement of Work if selected by Client. Provide maintenance: . If selected, support fee:

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier.

GOVERNING LAW; ENTIRE AGREEMENT

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

Entire Agreement: This Agreement, together with any attachments or Statements of Work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Relationship of the Parties: The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship.

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