JOD Signed Agreement

JOD Signed Agreement

This JOD Signed Agreement ("Agreement") is made as of the day of , by and between Client Name: with principal address at (the "Client"), and Service Provider Name: with principal address at (the "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider has represented that it possesses the technical competence, experience and personnel necessary to provide the services described herein; and

WHEREAS, Client desires to engage Provider to perform the services on the terms and conditions set forth in this Agreement, and Provider desires to perform such services for Client.

WHEREAS, the Parties intend through this Agreement to define their respective rights and obligations with respect to the services, deliverables, confidentiality, intellectual property, compensation, and risk allocation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this JOD Signed Agreement together with any written schedules or attachments executed by the Parties. 1.2 "Deliverables" means the tangible or intangible outputs specified in Section 2 and any accepted work product delivered by Provider to Client. 1.3 Terms defined in this Agreement shall have the same meaning when used in the singular or plural.

2. SCOPE OF SERVICES

2.1 Provider shall perform the services and provide the Deliverables as described in the Scope of Services below. Provider shall perform services in a professional and workmanlike manner in accordance with applicable industry standards.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on day of , and continue until day of , unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any rights or liabilities that accrued prior to termination.

3.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other Party, subject to payment for services performed and reimbursable expenses incurred through the effective date of termination.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below in consideration for Provider's performance of the services. Unless otherwise agreed in writing, fees are exclusive of taxes and reimbursable expenses.

4.2 Late Payments. Any payment not made when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall pay all reasonable costs of collection, including attorneys' fees.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) 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.

5.2 Obligations. The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only for the purposes of performing this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

5.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was lawfully known by the Receiving Party prior to disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing intellectual property.

6.2 Deliverables. Unless otherwise agreed in writing, ownership of final, paid-for Deliverables created specifically for Client under this Agreement shall vest in Client upon full payment; Provider hereby assigns to Client all right, title and interest in such Deliverables. Provider shall retain ownership of any general tools, know-how, methodologies, or background technology used in performing the services, and grants Client a nonexclusive, royalty-free license to use such background technology to the extent incorporated in the Deliverables.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider further represents that the services will be performed in a professional manner consistent with industry standards and shall not infringe third-party intellectual property rights.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim to the extent caused by Provider's breach of its representations, willful misconduct, negligence, or infringement of third-party intellectual property rights.

Client shall indemnify, defend and hold harmless Provider to the extent any claim arises from Client's use of the Deliverables outside the scope authorized by this Agreement or Client's breach of this Agreement.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither Party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either Party for direct damages under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

10. INSURANCE

Provider shall maintain and carry, at its expense, insurance coverage customary for the industry and sufficient to cover its obligations under this Agreement, including general liability and professional liability in the minimum amount of or such greater amount as Client may reasonably require.

11. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or such other address as a Party may specify by notice in accordance with this section.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement will be effective unless in writing and signed by both Parties. No waiver by either Party of any breach shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; VENUE

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. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the identified state for disputes arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

15. MISCELLANEOUS

The Parties acknowledge that they have read and understand this Agreement, that they have the authority to enter into this Agreement, and that this Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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