Miscellaneous WIMS URS Template

MISCELLANEOUS WIMS URS TEMPLATE

This Agreement is entered into as of (Effective Date) by and between (Client) and (Provider).

RECITALS

WHEREAS, Client requires a User Requirements Specification and associated implementation support for the Work Instruction Management System ("WIMS") to capture, manage, and control operational procedures and user requirements; and

WHEREAS, Provider represents that it has the technical knowledge, resources, and experience to prepare a comprehensive URS and perform related services in accordance with the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the total fixed fee of $ (Contract Amount) in accordance with the schedule below.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law, and Provider may suspend performance for overdue amounts following seven (7) days' written notice.

Late fee (if applicable):

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Provider for all work performed and reasonable costs incurred through the effective date of termination, subject to any set-off rights expressly stated in this Agreement.

CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any Confidential Information of the other party except as required by law. "Confidential Information" means non-public business, technical, or financial information disclosed by one party to the other, whether disclosed orally or in writing.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Subject to Client's payment of all amounts due, Provider hereby assigns to Client all right, title, and interest in deliverables specifically created for Client under this Agreement. Provider retains ownership of its pre-existing tools, templates, methodologies, and intellectual property, and grants Client a non-exclusive, worldwide, royalty-free license to any such pre-existing materials incorporated into the deliverables solely to the extent necessary to use the deliverables for Client's internal business purposes.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liability arising from wilful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising under this Agreement shall be limited to the amounts actually paid to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages.

Provider shall indemnify, defend, and hold Client harmless from third-party claims alleging that the deliverables infringe a third party's issued patent, copyright, or trade secret, provided Client gives prompt written notice and cooperates in the defense. Client's sole remedy for an infringement claim shall be as set forth in this paragraph.

GOVERNING LAW

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

NOTICES

ENTIRE AGREEMENT

This Agreement, including all attachments and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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

Severability: If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

AUTHORIZED REPRESENTATIVES

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