Miscellaneous OTT-MW Document Template

Miscellaneous OTT-MW Document Template

This General Business Agreement (the Agreement) is entered into effective as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to obtain certain services relating to over-the-top media distribution, middleware integration, or other miscellaneous technology services as further described below; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services and deliverables described in this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement with respect to such services on the terms and conditions contained herein.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider the Total Agreement Amount of USD for the services and deliverables set forth in the Scope of Work. All amounts are payable in U.S. Dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable collection costs.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience by giving written notice to the other party No. of Days' Notice: days prior to the intended termination date.

Termination for Cause: Either party may terminate this Agreement for material breach that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of obligation to pay for services rendered through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of Receiving Party, (ii) was in Receiving Party's lawful possession prior to receipt from Disclosing Party, (iii) is lawfully received by Receiving Party from a third party without restriction, or (iv) is independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information.

Return/Destruction: Upon written request or termination of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has complied with these obligations, except as required to be retained by applicable law or internal document retention policies, in which case confidentiality shall continue for the retained materials.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further warrants that services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

INDEMNIFICATION

Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorney fees) arising out of or resulting from Service Provider's gross negligence, willful misconduct, or material breach of this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for any consequential, incidental, special, punitive or exemplary damages, and the aggregate liability of each party for any and all claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform where such delay or failure is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, pandemics, governmental actions, or interruptions in telecommunications or internet services. The affected party shall give prompt written notice and shall use commercially reasonable efforts to resume performance.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree to attempt to resolve any dispute arising under this Agreement through good-faith negotiation prior to initiating litigation.

ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the parties.

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