Media Labs Service Agreement

Media Labs Service Agreement

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider Name: to perform media laboratory and related services; and

WHEREAS, Service Provider represents that it possesses the technical expertise, facilities, personnel and equipment necessary to perform the services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided effective on the Effective Date: .

Scope of Work

Service Provider will perform the media laboratory services, testing, analysis, development, and related professional services as described below. Deliverables, acceptance criteria, milestones and any required technical specifications will be as set forth in the Scope of Work field.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the services. Unless otherwise stated, all fees are payable in United States dollars and are exclusive of taxes unless otherwise required by law.

Payment Method:

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum lawful rate, if lower), commencing on the day after the payment due date. In addition, Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect late payments.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the effective termination date. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, technical data, trade secrets, software, formulations, test data, reports, business plans, and customer lists.

Each receiving party shall: (a) hold Confidential Information of the disclosing party in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, affiliates, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach by the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is received from a third party not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools. Subject to Client's payment in full of all fees due, Service Provider assigns to Client all right, title, and interest in and to any deliverables that are specifically identified in the Scope of Work and created for Client under this Agreement ("Work Product"). Service Provider shall retain a non-exclusive, royalty-free license to use general know-how and skills acquired in the course of performing the services, provided such use does not disclose Client's Confidential Information or Work Product.

Liability; Indemnification

Each party's liability to the other for any claim arising out of or relating to this Agreement shall be limited to direct damages and in no event shall either party be liable for incidental, consequential, special, punitive or exemplary damages. Client shall indemnify and hold harmless Service Provider from and against third-party claims arising from Client materials, instructions, or misuse of the deliverables, except to the extent caused by Service Provider's gross negligence or willful misconduct.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement; Amendments

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, proposals and communications. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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