Legal Progressive Document Template

Legal Progressive Document Template

This Progressive Services Agreement (the "Agreement") is made as of by and between Client Name: , an entity of type , with principal place of business at , and Provider Name: , an entity of type , with principal place of business at .

RECITALS

WHEREAS, Client desires to procure certain goods and services delivered in progressive stages according to a mutually agreed schedule and scope; and

WHEREAS, Provider represents that it has the professional capabilities, personnel and resources to provide the Services and to deliver Work Product in progressive phases as set forth in this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the progressive delivery, testing, acceptance and payment for the Services and Work Product.

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

1. DEFINITIONS

Capitalized terms used in this Agreement have the following meanings unless the context requires otherwise: "Services" means the professional services to be provided by Provider as described in Section 2. "Work Product" means all tangible and intangible results, deliverables, reports, documentation, software code and other materials created, developed or delivered by Provider under this Agreement. "Acceptance" means the written confirmation by Client that a Deliverable meets the Acceptance Criteria set forth in the applicable Delivery Schedule.

2. SCOPE OF SERVICES AND PROGRESSIVE DELIVERABLES

Provider shall perform the Services and deliver Work Product in progressive phases in accordance with the Project Description and Delivery Schedule set forth below. Provider shall use commercially reasonable efforts, in a workmanlike manner and consistent with industry standards, to meet the milestones and Acceptance Criteria.

3. ACCEPTANCE; CHANGE ORDERS

Each Deliverable shall be subject to Acceptance testing by Client in accordance with the Acceptance Criteria. Should a Deliverable fail to meet the Acceptance Criteria, Provider shall, at its expense, use commercially reasonable efforts to correct or replace the Deliverable within the cure period stated in the applicable Delivery Schedule. No Deliverable shall be deemed accepted until Client provides written Acceptance or fails to provide notice of rejection within the testing period.

Any change in scope, price or schedule shall be governed by a written Change Order signed by authorized representatives of both parties. Provider shall not be required to perform out-of-scope Services without a fully executed Change Order.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth in the Payment Schedule. Invoicing shall occur in accordance with the milestones set forth in the Delivery Schedule. Unless otherwise stated, all amounts are payable in United States Dollars and due within the payment_term days after receipt of undisputed invoice.

5. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated in accordance with this Section. 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 for convenience upon days' prior written notice to the other party.

6. CONFIDENTIALITY

Each party shall hold in confidence and not disclose any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach; was rightfully in the receiving party's possession prior to disclosure; or is independently developed without use of the disclosing party's Confidential Information. Upon termination or request, Confidential Information and all copies shall be returned or destroyed, subject to retention of archival copies as required by law.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written Change Order, Provider grants Client a worldwide, non-exclusive, perpetual license to use Deliverables delivered and accepted by Client for its internal business purposes. To the extent any Work Product is deemed a work made for hire under applicable law, title shall vest in Client upon full payment. To the extent title does not vest in Client by operation of law, Provider hereby assigns all right, title and interest in and to such Work Product to Client upon receipt of full payment.

8. REPRESENTATIONS; WARRANTIES; DISCLAIMERS

Each party represents that it has the authority to enter into this Agreement. Provider warrants that Services will be performed in a professional manner consistent with industry standards and that Deliverables will substantially conform to the Acceptance Criteria for a period of 90 days after Acceptance. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Provider shall indemnify, defend and hold Client harmless from and against third-party claims arising from Provider's negligence, willful misconduct or breach of its obligations hereunder, including infringement claims arising from Provider's deliverables, excluding to the extent such claims arise from Client's modifications or combination with third-party materials.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

Provider shall maintain, at its own expense, commercial general liability and professional liability insurance in amounts customary for its industry and sufficient to cover its obligations under this Agreement. Upon request, Provider shall provide certificates of insurance evidencing such coverage.

12. 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 address as a party may designate by written notice. Notices shall be deemed given on the date of personal delivery, three days after deposit in the U.S. mail, postage prepaid, or on the date of confirmed receipt of a commercial overnight carrier.

13. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure by a party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

16. ENTIRE AGREEMENT

This Agreement, including any exhibits and Change Orders executed in accordance with Section 3, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and understandings relating to the subject matter hereof.

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 instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

ADDITIONAL TERMS

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