Legal XPPS Agreement

LEGAL XPPS AGREEMENT

This Legal XPPS Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address and Provider Name: with principal address .

RECITALS

WHEREAS, Provider is engaged in the business of delivering XPPS services, including but not limited to technical implementation, maintenance, and support, as further described in this Agreement; and

WHEREAS, Client desires to retain Provider to provide such XPPS services and Provider is willing to provide those services on the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to define their respective rights, duties and obligations with respect to the scope, delivery, payment and protection of intellectual property and confidential information.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, the parties agree as follows.

1. DEFINITIONS

1.1 "Services" means the XPPS implementation, configuration, integration, training, and support services to be provided by Provider as described in Section 2 and the Scope of Services attachment. "Deliverables" means the tangible and intangible outputs delivered to Client in the performance of the Services.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the Scope of Services below and shall deliver the Deliverables in accordance with the schedule set forth therein. Any material change to the Scope of Services shall require a written change order executed by both parties.

3. TERM

3.1 This Agreement shall commence on the Effective Date and shall continue for an initial term of Term (months): months, unless earlier terminated in accordance with Section 11. Thereafter this Agreement shall renew automatically for successive one month periods unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees set forth below in consideration for the provision of Services. Fees are due in accordance with the payment schedule specified and unpaid amounts shall accrue interest at the rate of 1.5% per month or the maximum rate allowed by law, whichever is lower.

5. CONFIDENTIALITY

5.1 Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. Confidential Information shall mean all non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

5.2 Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider Materials, including any pre-existing intellectual property, tools or methodologies used in performing the Services. Client is granted a non-exclusive, non-transferable license to use Deliverables for Client's internal business purposes upon full payment of fees.

6.2 If the parties agree that custom deliverables shall be assigned, such assignment must be expressly set forth in a written amendment signed by authorized representatives of both parties, and shall be subject to full payment of amounts due.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Agreement.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM.

10. TERMINATION

10.1 Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. 10.2 Upon termination, Provider shall cease performance and Client shall pay Provider for Services performed and Deliverables delivered through the effective date of termination.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address designated by a party in writing. Notice shall be deemed given upon personal delivery, when sent by confirmed facsimile or email accompanied by a copy sent by certified mail, or two (2) business days after deposit with a nationally recognized overnight courier.

12. AMENDMENTS; WAIVER

12.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. 12.2 No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of any right.

13. GOVERNING LAW; VENUE

13.1 This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflict of laws principles. The parties agree that any litigation or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state or federal courts located within the county designated by the parties, and each party irrevocably submits to the jurisdiction of such courts.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. 14.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that accomplishes the original intent as closely as possible.

15. COUNTERPARTS

15.1 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, including scans or electronic signature platforms, shall have the same force and effect as original signatures.

Sign Now