Miscellaneous NHRG OracleDev

MISCELLANEOUS NHRG ORACLEDEV AGREEMENT

This Miscellaneous Agreement ("Agreement") is entered into as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client desires to retain Contractor to provide certain software development, configuration, and consulting services related to Oracle systems and related integrations, and Contractor has the expertise and capacity to perform such services on the terms set forth herein.

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other material terms governing the parties' relationship with respect to the services described below.

WHEREAS, the parties intend that this Agreement govern all work performed by Contractor under any purchase orders or statements issued pursuant to this Agreement unless otherwise explicitly modified in a written amendment signed by both parties.

SCOPE OF WORK

Contractor shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work that materially alters cost or delivery schedule must be documented in a written change order and signed by authorized representatives of both parties.

PAYMENT TERMS

All amounts are payable in U.S. dollars. Unless otherwise agreed in writing, invoices are due within thirty (30) days of receipt. Interest at the rate specified in the Late Payment Fee field shall accrue on any amounts not timely paid. Client shall be responsible for reasonable collection costs for overdue balances.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate for material breach if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that, by its nature, should reasonably be considered confidential. Each recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that is or becomes publicly available without breach, independently developed by the recipient without use of the discloser's Confidential Information, or rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY; WORK PRODUCT

Contractor agrees that all work product, inventions, developments, modifications, enhancements, and deliverables created specifically for Client under this Agreement (collectively, "Work Product") shall be deemed work made for hire to the extent permitted by law. To the extent any Work Product is not a work made for hire, Contractor hereby irrevocably assigns and transfers to Client all right, title, and interest in and to such Work Product, including all intellectual property rights therein.

Contractor shall retain ownership of pre-existing tools, libraries, and know-how used by Contractor in performing the Services, provided Contractor grants Client a nonexclusive, royalty-free, worldwide license to the extent necessary to use the Work Product for its intended purpose.

INDEPENDENT CONTRACTOR

Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Contractor shall be solely responsible for all employment taxes, insurance, and benefits for its personnel.

NOTICES

All notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or electronic mail with delivery confirmation to the addresses specified above or such other address as a party may designate in writing.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree that any dispute arising out of or related to this Agreement shall be resolved in the state or federal courts located in that state, and each party submits to the exclusive jurisdiction and venue of those courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including all exhibits and referenced statements of work) 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. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS

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

Sign Now