Miscellaneous URLAs Template

MISCELLANEOUS URLAs TEMPLATE

Parties

This Agreement is entered into as of , (the Effective Date), by and between:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services related to URL assessment and related advisory tasks (collectively, the Services); and

WHEREAS, Service Provider represents that it has the experience, qualifications, and capacity to perform the Services on the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Services will be provided.

Scope of Work

Service Provider shall perform the Services described below. The Services shall include the tasks, deliverables, and timelines specified in this Section and any attachments incorporated by reference.

Payment Terms

In consideration for the performance of the Services, Client shall pay Service Provider the fees and expenses described in this section. All payments are due in U.S. Dollars unless otherwise agreed in writing.

If any undisputed amount due under this Agreement is not paid within days after the due date, Client shall pay interest on the overdue amount at a rate of or the maximum permitted by applicable law, whichever is less.

Term and Termination

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 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 all nonpublic business, technical, operational or financial information disclosed by either party to the other, whether in writing, electronically, or orally, that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information of the other only to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully in the receiving party's possession prior to disclosure, is independently developed without use of Confidential Information, or is required to be disclosed by law or court order (provided the party required to disclose provides prompt notice to allow the other party to seek protective relief).

Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, worldwide, perpetual license to use deliverables created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing tools, methodologies, and know-how. The parties shall execute additional written instruments as necessary to effectuate the transfer of ownership or license contemplated herein.

Representations and Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below without regard to its conflicts of law principles.

Independent Contractor

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider is solely responsible for payment of all employment and payroll taxes, insurance, and benefits for its personnel and for compliance with applicable laws in the performance of the Services.

Entire Agreement; Amendments

This Agreement, together with any attachments or exhibits expressly incorporated, 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 written or oral. Any modification or waiver of this Agreement must be in writing and signed by both parties.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice to the other. Notices are effective upon personal delivery, one business day after deposit with a nationally recognized overnight carrier, or three business days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate and that injunctive relief may be sought to enforce the provisions concerning Confidential Information and intellectual property.

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