Legal SW Phones Agreement

Legal SW Phones Agreement

This Legal SW Phones Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Provider: , a , with principal place of business at , and Client: , a , with principal place of business at . Provider and Client are sometimes each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, Provider develops, licenses and distributes certain software for voice, messaging and device management (the "Software") and supplies compatible handsets and related hardware (the "Phones"); and

WHEREAS, Client desires to obtain from Provider a license to use the Software in connection with the Phones and to procure the Phones under the terms set forth herein; and

WHEREAS, Provider is willing to grant such license and supply Phones subject to the terms and conditions of this Agreement.

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

1. DEFINITIONS

"Agreement" means this Legal SW Phones Agreement and its Schedules and Exhibits. "Documentation" means the technical and user documentation supplied by Provider describing the Software and Phones. "Deliverables" means the Software and Phones delivered hereunder.

2. LICENSE GRANT; SCOPE

2.1 License Grant. Subject to the terms and conditions of this Agreement and payment of all fees, Provider hereby grants Client a non-exclusive, non-transferable, revocable license to install and use the Software solely with the Phones provided under this Agreement and only for Client's internal business operations in the Territory: .

2.2 Restrictions. Client shall not (a) copy, modify, sublicense, distribute or create derivative works of the Software except as expressly permitted herein; (b) bypass technical protection measures; or (c) permit access to the Software other than by Client's authorized users identified in Schedule A.

3. HARDWARE (PHONES); DELIVERY

3.1 Devices. Provider will supply Phones in the quantity of units, model(s) , subject to availability.

3.2 Delivery. Provider shall deliver Phones FOB Provider's facility. Estimated delivery date: . Title and risk of loss pass to Client upon shipment to the carrier unless otherwise agreed in writing.

4. INSTALLATION AND ACCEPTANCE

4.1 Installation. Provider will perform installation and configuration services as set forth in Schedule B. Client shall provide reasonable cooperation and access to facilities.

4.2 Acceptance. Client shall have days after delivery and installation to conduct acceptance tests. Failure to provide written notice of rejection within the acceptance period constitutes acceptance.

5. FEES, TAXES AND PAYMENT

5.1 Fees. Client shall pay Provider the fees set forth in Schedule C. Total initial fees: (USD), and recurring fees, if any: per .

5.2 Payment Terms. Unless otherwise agreed, invoices are due within days of invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5.3 Taxes. All fees are exclusive of taxes. Client is responsible for all applicable sales, use or other taxes, except taxes based on Provider's net income.

6. SUPPORT AND MAINTENANCE

6.1 Support. Provider shall provide support and maintenance services in accordance with the support level: and response time of hours.

6.2 Additional Services. Any services beyond the scope of Schedule B will be billed at Provider's then-current rates and require a written change order signed by both Parties.

7. CONFIDENTIALITY

Each Party agrees to protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information excludes information that is public, independently developed, or rightfully obtained from a third party. Recipient shall not disclose, and shall limit access to, Confidential Information except to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement.

8. DATA SECURITY AND PRIVACY

Provider shall implement reasonable administrative, physical and technical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration or destruction. Provider shall process Client Data only for the purposes of performing its obligations under this Agreement and in accordance with Client's documented instructions. Data processing location: .

9. WARRANTIES; DISCLAIMER

9.1 Warranties. Provider warrants that (a) the Software will materially conform to the Documentation for a period of months following acceptance; and (b) Phones shall be free from material defects in materials and workmanship for months from delivery. Provider's sole obligation under these warranties shall be, at Provider's option, repair or replacement of nonconforming Software or Phones or refund of the applicable fees.

9.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE SOFTWARE AND PHONES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or indemnification obligations, neither Party shall be liable for indirect, incidental, special, punitive or consequential damages. The aggregate liability of either Party for any claims arising 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 or (USD), whichever is lesser.

11. INDEMNIFICATION

11.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from and against third-party claims alleging that the Software, as provided by Provider and used within the scope of this Agreement, infringes a third party's patent, copyright or trade secret, provided Client (a) promptly notifies Provider of the claim; (b) permits Provider to control the defense; and (c) cooperates in the defense at Provider's expense.

11.2 Client Indemnity. Client shall defend, indemnify and hold Provider harmless from third-party claims arising out of Client's misuse of the Software or Phones, Client Data, or Client's breach of applicable laws.

12. TERM; TERMINATION

12.1 Term. The initial term of this Agreement shall be months from the Effective Date, and shall automatically renew for successive periods of months unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

12.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured after thirty (30) days' written notice or immediately for insolvency or bankruptcy of the other Party.

12.3 Effect of Termination. Upon termination, Client shall cease using the Software, return or destroy Confidential Information as directed, and pay any accrued but unpaid fees. Sections concerning confidentiality, indemnification, limitation of liability, and payment obligations shall survive termination.

13. NOTICES

Provider Notice Contact

Client Notice Contact

14. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Software, Documentation, and any Provider-developed improvements. Client retains all right, title and interest in Client Data. No ownership rights are transferred by this Agreement except for the limited license expressly granted herein.

15. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations. Client shall not use the Software or Phones in violation of export control laws or for unlawful surveillance.

16. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. Failure to enforce any provision shall not constitute 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.

17. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

18. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all Schedules and Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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