Legal SW Document

Legal SW Document

This Legal SW Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: with Principal Address: ("Client"), and Provider Name: with Principal Address: ("Provider"). Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider is engaged in the development, licensing and delivery of software, software-as-a-service, and related services; and

WHEREAS, Client desires to obtain from Provider certain software, services, and deliverables described herein, and Provider is willing to provide such software and services on the terms set forth in this Agreement.

WHEREAS, the Parties intend to set forth their mutual rights and obligations with respect to the software, services, intellectual property and confidentiality matters addressed below.

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

1. DEFINITIONS

1.1 "Software" means the object code and executable components of the computer programs described in Schedule A and any Updates. "Documentation" means written user and technical documentation delivered by Provider. "Deliverables" means the Software, Documentation, reports, and other tangible items to be delivered under this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall perform the services described in Schedule A (the "Services") in a diligent, professional manner consistent with industry standards. Provider shall assign qualified personnel, provide management and deliverables as set forth in Schedule A, and shall use reasonable efforts to meet any milestones or delivery dates specified therein.

3. DELIVERABLES; ACCEPTANCE

3.1 Delivery. Provider shall deliver the Deliverables in accordance with the delivery schedule in Schedule A. Risk of loss for physical media transfers to Client shall pass upon delivery to Carrier.

3.2 Acceptance Testing. Client shall have a period of 30 days following delivery to conduct acceptance testing in accordance with the acceptance criteria set forth in Schedule A. If Client provides written notice of material deficiencies during the acceptance period, Provider shall use commercially reasonable efforts to correct such deficiencies. Absent timely notice, Deliverables shall be deemed accepted.

4. FEES; PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in Schedule B. Fees are due within 30 days of invoice unless otherwise stated in Schedule B. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.2 Taxes. Fees do not include taxes. Client shall pay all taxes, duties and levies (other than Provider's income taxes) arising from the transactions contemplated by this Agreement.

5. CHANGE ORDERS

Any changes to scope, schedule, or fees shall be documented in a written change order signed by authorized representatives of both Parties. Provider shall not be required to perform changed work absent an executed change order. Change orders shall address adjustments to price, schedule, resources and acceptance criteria.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided, Provider retains all right, title and interest in and to Provider Background Technology and the Software including all intellectual property rights therein. Client retains ownership of Client Data.

6.2 License to Client. Subject to Client's payment of all amounts due and compliance with this Agreement, Provider grants to Client a limited, non-exclusive, non-transferable license to use the Software and Documentation for Client's internal business purposes as set forth in Schedule A.

6.3 Third-Party Components. To the extent the Software contains third-party components, such components shall be governed by their respective license terms identified in Schedule C.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other, including business plans, technical data, trade secrets, and Client Data, but excludes information that is (a) public through no breach, (b) rightfully received from a third party without restriction, or (c) independently developed.

7.2 Obligations. Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect it with at least the same degree of care used to protect its own confidential information, but no less than reasonable care. Receiving Party shall restrict access to Confidential Information to employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

7.3 Compelled Disclosure. If compelled by law to disclose Confidential Information, Receiving Party shall provide prompt notice where permitted and cooperate to seek protective measures.

8. WARRANTIES; REMEDIES

8.1 Mutual Warranty. Each Party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Provider Warranty. Provider warrants that, for a period of ninety (90) days following acceptance, the Software will materially conform to the Documentation. Provider's sole obligation under this warranty shall be, at Provider's option, to repair or replace the nonconforming portion or to refund the fees paid for the nonconforming portion.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from and against any third party claims alleging that the Software, as delivered by Provider, infringes a third party's issued patent, copyright, or trade secret, provided that Client (a) promptly notifies Provider of the claim, (b) gives Provider sole control of the defense and settlement, and (c) reasonably cooperates. Provider may, at its option, obtain the right to continue use, replace or modify the Software to avoid liability.

9.2 Client Indemnity. Client shall indemnify Provider against claims arising from Client Data or Client's breach of the Agreement or misuse of the Software.

10. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. TERM; TERMINATION

11.1 Term. This Agreement commences on the Effective Date and shall continue until completion of Services unless earlier terminated as provided herein.

11.2 Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches any provision and fails to cure within the notice period.

11.3 Effect of Termination. Upon termination, Client shall pay for all Services performed and non-cancelable obligations incurred through the termination date. Sections regarding confidentiality, intellectual property, indemnification and limitation of liability shall survive termination.

12. TRANSITION SERVICES

Upon expiration or termination for any reason, Provider shall provide reasonable transition services as requested by Client for a mutually agreed period and at Provider's then-prevailing rates, unless otherwise agreed in Schedule A.

13. NOTICES

Notices shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or upon confirmed delivery of electronic mail if followed by a physical copy within three (3) business days.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party to exercise any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws selected by the Parties. The Parties agree that any disputes shall be resolved in the courts of the chosen jurisdiction, subject to applicable mandatory rules.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all Schedules and exhibits, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations. If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall replace the invalid provision with a valid provision that most closely approximates the Parties' intent.

17. SCHEDULES; EXHIBITS

Sign Now