Inventory Management Material Inventory App

INVENTORY MANAGEMENT MATERIAL INVENTORY APP AGREEMENT

This Agreement is made and entered into as of by and between:

Recitals

WHEREAS, Provider has developed or will develop and maintain an inventory management application designed to record, track, and report material inventory items and related transactions (the Application); and

WHEREAS, Client desires to engage Provider to configure, deploy, and provide access to the Application for the purpose of tracking and managing materials used by Client in its operations; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Application, the inventory data collected and processed through the Application, and related services.

Scope of Work

Provider will provide configuration, deployment, hosting (if applicable), maintenance, and technical support for the Application. Provider will also assist with initial data import and training as set forth below. Specific deliverables and acceptance criteria are described in the Scope of Work field.

Inventory: Material Records

The following section is provided to record current material inventory items. Provider is responsible for importing the listed records into the Application in the format agreed in the Scope of Work. Quantity adjustments recorded after import will be subject to the Application's standard audit procedures.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for services, configuration, and any hosting. All fees are due in accordance with the invoice terms described in this section. Unless otherwise stated, fees do not include applicable taxes.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above after written notice. Termination shall not relieve Client of payment obligations for services performed or expenses incurred prior to termination.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information identified as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations; and (c) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Data Ownership and Use

Client retains all right, title and interest in and to the inventory data uploaded or entered into the Application by or on behalf of Client ("Client Data"). Provider is granted a limited, non-exclusive license to host, process, and display Client Data solely for the purpose of performing services under this Agreement. Provider shall not access or use Client Data for any purpose other than providing the services, except as required by law.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT IN THE PRIOR SIX MONTHS.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any disputes arising under this Agreement.

Entire Agreement

This Agreement, together with the Scope of Work and any attachments signed by the parties, 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. Any amendment must be in writing signed by both parties.

Miscellaneous

Notices under this Agreement shall be delivered to the contact addresses set forth above. If any provision is held invalid, the remaining provisions shall remain in full force. Neither party may assign this Agreement without prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

Sign Now