Mobile Document Template

MOBILE DOCUMENT TEMPLATE

This Mobile Document Template Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Provider to perform mobile document management, capture, conversion, storage and associated services described herein; and

WHEREAS, Provider has the technical capability and expertise to provide mobile-enabled document services and related support necessary for Client's business operations; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver the services, the fees and schedule for payment, and the respective rights and obligations of the parties.

SCOPE OF WORK

Provider shall perform the services described in the Detailed Services section and shall deliver any deliverables in a commercially reasonable manner consistent with industry standards. Any material change to the scope will require a written change order signed by both parties and may affect fees and schedule.

PAYMENT TERMS

All amounts are payable in United States dollars unless otherwise agreed in writing. Client shall pay undisputed invoices within the timeframe set forth in the Payment Schedule. If Client fails to pay any undisputed amount when due, Provider may suspend performance upon five (5) days' prior written notice. Late payments shall accrue interest at the rate set forth above and Provider may recover reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on the Term Start Date and continues until the Term End Date unless earlier terminated in accordance with this section. Either party may terminate for the other's material breach that remains uncured thirty (30) days after written notice. Termination does not relieve Client of payment obligations for services performed or expenses incurred prior to termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall (a) use Confidential Information only for the purposes of performing this Agreement, (b) protect it with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose it to any third party except as required by law or as expressly permitted by the disclosing party in writing.

INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in writing, Provider retains all rights in pre-existing technology, tools and methodologies used to perform the services. Client retains ownership of Client Data uploaded or submitted to Provider. Provider is granted a limited, non-exclusive license to use Client Data solely to provide the services. Provider will implement commercially reasonable administrative, physical and technical safeguards to protect Client Data.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflict of laws principles. Each party consents to exclusive jurisdiction and venue in the state and federal courts located in that state for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held 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, except that Provider may assign to an affiliate or in connection with a sale of all or substantially all of its assets.

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