Label Console Template

Label Console Template

This Label Console Agreement ("Agreement") is entered into effective as of Effective Date: between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client engages Service Provider to design, configure, and deliver a label console system comprising hardware, firmware, and label templates (the "Deliverables") for use in Client's operations; and

WHEREAS, Service Provider represents that it has the technical expertise and resources to provide the Deliverables and related services in accordance with the scope and schedule set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below and deliver the Deliverables in accordance with the schedule and acceptance criteria set forth herein. The Scope of Work shall include, at minimum: hardware procurement/configuration, firmware customization, label template design, user interface configuration for the console, on-site or remote installation, and training of Client personnel.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Deliverables and services. Unless otherwise agreed in writing, all amounts are exclusive of taxes for which Client is responsible.

Late Payment: Amounts unpaid after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs incurred by Service Provider.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party as set forth below. Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period.

4. Confidentiality

Each party acknowledges that in the performance of this Agreement it may have access to confidential and proprietary information of the other party ("Confidential Information"). Confidential Information includes, without limitation, technical specifications, firmware source code, label templates, business plans, pricing, and customer lists.

Each party shall (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to employees, contractors, and agents having a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly known through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without obligation of confidentiality.

5. Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property, including underlying firmware, code libraries, and tools. Upon full payment for the Deliverables, Service Provider grants Client a non-exclusive, transferable license to use delivered label templates, configuration files, and customizations for Client's internal business purposes. Any source code or firmware modifications shall be subject to a separate agreement if Client requires transfer of ownership.

6. Warranties and Remedies

Service Provider warrants that the services will be performed in a professional manner consistent with industry standards and that the Deliverables will materially conform to the specifications set forth in the Scope of Work for a period of ninety (90) days from acceptance. Client's sole and exclusive remedy for breach of the foregoing warranty shall be re-performance of the non-conforming services or, if Service Provider cannot substantially cure the defect within a commercially reasonable period, refund of fees paid for the non-conforming portion.

7. Governing Law

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

8. Entire Agreement; Amendment

This Agreement, including any attachments and referenced exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

10. Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested.

The parties have executed this Agreement as of the dates set forth below.

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