ITA Document Template

ITA DOCUMENT TEMPLATE

This Independent Technical Assistance Agreement ("Agreement") is made and entered into as of (Effective Date) by and between the parties identified below.

Parties

Whereas

WHEREAS, Client requires specialized technical assistance, advisory services and deliverables in connection with the project described below; and

WHEREAS, Provider is qualified and agrees to render Independent Technical Assistance to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, the scope of work, payment terms, confidentiality obligations and other terms governing the relationship.

Scope of Work

Provider shall perform the technical assistance services, deliverables and milestones described below. Provider shall exercise professional skill and diligence in delivering services in accordance with industry standards.

Payment Terms

Client shall pay Provider for the services described in this Agreement in accordance with the schedule and amounts set forth below. All amounts are payable in lawful currency of the jurisdiction specified in Governing Law.

Late payment shall accrue interest at the rate of % per month on any overdue amount, or the maximum rate permitted by law, whichever is lower. In addition to interest, Client shall be responsible for reasonable collection fees and costs.

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 breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Either party may terminate without cause by providing days' prior written notice to the other party.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly includes technical data, trade secrets, business plans, methodologies, software, specifications and client lists.

The receiving party shall: (a) hold the Confidential Information in strict confidence; (b) not disclose it to any third party except as reasonably necessary to perform its obligations under this Agreement and subject to a duty no less protective than this Agreement; and (c) use Confidential Information solely to perform the services. The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without duty of confidentiality; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by applicable law or valid order of a court or regulatory body, provided the disclosing party is given prompt written notice and, where permissible, an opportunity to seek protective measures.

The confidentiality obligations set forth in this section shall continue for years after termination or expiration of this Agreement.

Deliverables; Acceptance

Deliverables shall be specified in the Scope of Work. Client shall have days following delivery to inspect and either accept or provide a written description of any non-conformity. If Client does not provide timely notice, the deliverable shall be deemed accepted. Provider shall correct any non-conformity at no additional cost where the deliverable fails to conform to the acceptance criteria.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from breach of confidentiality, gross negligence, willful misconduct or indemnification obligations, the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the prior twelve-month period.

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 addresses as either party may designate by written notice.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, the dispute may be submitted to binding arbitration in the agreed forum.

Entire Agreement; Amendments

This Agreement, together with any executed statements of work or attachments explicitly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Sign Now