Integration Manifestation Agreement

Integration Manifestation Agreement

Effective Date:

Parties

Recitals

WHEREAS, Party A possesses technical platforms, interfaces, and operational systems intended for integration to enable the manifestation of specified outputs and experiences; and

WHEREAS, Party B possesses content, data, or proprietary processes and requires integration services to manifest such content into Party A's platform in accordance with the terms and specifications set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, ownership and other terms governing the integration and manifestation work to be performed.

Scope of Work

The Contractor shall perform the integration and manifestation services described below. The scope includes design, development, testing, deployment, and reasonable post-deployment support necessary to achieve the agreed manifestation outcomes.

Payment Terms

Compensation: Party B shall pay Party A the fees set forth below for the services and deliverables described in this Agreement. Fees are exclusive of taxes unless otherwise specified.

Late Payment: Payments not received within the period specified in the invoice shall accrue interest at the rate of from the due date until paid in full, or the maximum legal rate if less.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve the breaching party of liabilities accrued prior to termination.

Confidentiality

Each party will maintain as confidential all non-public information received from the other party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restrictions, (c) independently developed without use of Confidential Information, or (d) required to be disclosed by law or court order (provided the disclosing party gives prompt notice where permitted and cooperates to limit scope of disclosure).

Each recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall limit access to employees, contractors, and agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

Intellectual Property and Rights

Unless otherwise agreed in writing, Party B retains ownership of its preexisting content, data, and proprietary processes contributed for manifestation. Party A retains ownership of its preexisting platform, tools, and infrastructure. To the extent deliverables constitute new, original work created by Party A specifically for Party B under this Agreement, Party A hereby assigns to Party B all right, title and interest in such deliverables upon full payment, except for underlying tools, libraries, or general know-how retained by Party A. The parties shall grant each other only the licenses expressly set forth in this Agreement.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any other agreement. Party B represents that it has the rights to grant licenses to any content or data provided to Party A for integration. Each party shall indemnify, defend and hold harmless the other from third-party claims arising from a breach of the foregoing representations, except to the extent such claim arises from the indemnified party's gross negligence or willful misconduct.

Limitation of Liability

Except for indemnification obligations or breaches of confidentiality, in no event shall either party be liable for consequential, incidental, special, punitive or indirect damages, and each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Party A under this Agreement during the twelve (12) month period preceding the claim.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the chosen state for resolution of disputes.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements and understandings. Any amendment or modification must be made in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets, provided such successor assumes the assigning party's obligations under this Agreement.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Execution

The parties have executed this Integration Manifestation Agreement through their authorized representatives as of the Effective Date first written above.

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