Legal NuCIT Agreement

Legal NuCIT Agreement

This Legal NuCIT Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with address ("Client"), and Service Provider Name: with address ("Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider has developed certain technologies, methodologies and materials related to NuCIT-enabled services and systems and offers professional services to implement, configure and support such technologies; and

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement and Provider agrees to provide such services in accordance with the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the Services, Deliverables and Confidential Information exchanged between them.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Services" means the professional services to be performed by Provider as described in Section 2 and in the Statement of Work. "Deliverables" means the tangible and intangible outputs prepared by Provider for Client in the course of performing the Services. "Confidential Information" means all non-public information disclosed by a Party to the other Party that, by its nature or the circumstances of disclosure, ought reasonably to be treated as confidential, including business plans, technical data and trade secrets. "Effective Date" means the date set forth above.

2. SCOPE OF SERVICES

Provider shall provide the Services described in the Statement of Work attached hereto and incorporated herein. A summary description of the core scope is as follows:

3. DELIVERABLES; ACCEPTANCE

Provider shall deliver the Deliverables in accordance with the delivery schedule set forth in the Statement of Work. Client shall have a period of thirty (30) calendar days following delivery to inspect and test Deliverables (the "Acceptance Period"). If Client provides written notice of rejection specifying material nonconformities, Provider shall, at its expense, correct such nonconformities and redeliver the Deliverables for a subsequent Acceptance Period. Failure to provide written rejection within the Acceptance Period shall constitute acceptance.

4. TERM AND TERMINATION

The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section. Either Party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. Either Party may terminate immediately upon written notice if the other Party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

5. FEES AND PAYMENT

Client shall pay Provider the fees set forth in the applicable Statement of Work. Unless otherwise specified, invoices are due and payable within thirty (30) days from invoice date. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. CONFIDENTIALITY

Each Party shall maintain in confidence and shall not disclose any Confidential Information of the other Party, except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information may be disclosed if required by law, provided the disclosing Party gives prompt notice to the other Party and cooperates in seeking confidential treatment or a protective order. Upon expiration or termination of this Agreement, each Party shall return or destroy Confidential Information as requested by the disclosing Party.

7. INTELLECTUAL PROPERTY

As between the Parties, Provider retains all right, title and interest in its pre-existing intellectual property and tools (the "Provider Background IP"). Subject to Client's payment in full of all fees due hereunder, Provider hereby grants to Client a non-exclusive, non-transferable license to use the Deliverables for Client's internal business purposes. Any third-party components included in a Deliverable are licensed under their respective third-party terms. To the extent Provider creates custom Deliverables specified as "work made for hire," Provider assigns to Client all right, title and interest in such Deliverables upon full payment; otherwise, Provider grants Client a perpetual, worldwide, non-exclusive license to use such Deliverables as delivered.

Exclusive license to Client:

8. DATA SECURITY; PRIVACY

Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of Client Data, including access controls, encryption in transit and at rest where feasible, and periodic security assessments. In the event of a security breach affecting Client Data, Provider shall notify Client within hours of discovery and cooperate in mitigation and remediation.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Provider shall indemnify, defend and hold Client harmless from and against any claims, losses, damages and liabilities resulting from third-party claims arising out of Provider's negligent acts or omissions, willful misconduct, or material breach of its representations and warranties. Client shall indemnify Provider for claims arising from Client's misuse of the Deliverables or Client Data.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES.

12. INSURANCE

Provider shall maintain commercial general liability and professional liability insurance coverage in amounts customary for the industry and sufficient to fulfill its obligations under this Agreement. Upon request, Provider shall furnish certificates of insurance evidencing such coverage.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by written notice). Notice is deemed given when received by hand delivery, overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

14. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing and signed by the waiving Party, and no waiver shall operate as a waiver of any other or subsequent breach.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: without regard to its conflicts of law principles.

17. COUNTERPARTS

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. Electronic signatures shall be binding for all purposes.

18. ENTIRE AGREEMENT

This Agreement, including all Statements of Work and exhibits referenced herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

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