Optogate Business Template

Optogate Business Template

This Business Services Agreement (the Agreement) is made effective as of between Company Name: with principal place of business at , and Client Name: with principal place of business at .

Recitals

WHEREAS, Company possesses expertise in the design, development, integration and support of automated access control and related business systems, and is willing to provide such services to Client; and

WHEREAS, Client desires to engage Company to perform the services described herein and Company is willing to perform such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows.

1. Scope of Work

Company shall perform the work described above in a professional manner consistent with industry standards. Any material changes to the Scope of Work shall be agreed in writing by authorized representatives of both parties and, if applicable, shall include any adjustments to compensation and schedule.

2. Payment Terms

Client shall pay Company in accordance with the Payment Schedule set forth above. Unless otherwise stated, amounts are payable in United States dollars. Invoices are due within days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. Term and Termination

Term: This Agreement shall commence on and continue 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 this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is either designated as confidential or by its nature would be understood to be confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no 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 its employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without confidentiality obligations; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party where legally permitted to allow it to seek protective measures.

5. Intellectual Property

Unless otherwise agreed in writing, Company retains all right, title and interest in and to any pre-existing intellectual property and tools used in performing the Services. Client shall own deliverables specifically created for Client under this Agreement upon full payment, provided that Company is granted a perpetual, royalty-free license to use underlying methodologies, know-how and general technical knowledge for other purposes, provided no Client Confidential Information is disclosed.

6. Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. Except for liability resulting from a party's gross negligence, willful misconduct or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Company under this Agreement in the twelve (12) months preceding the claim.

7. Relationship of the Parties

Company is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties. Neither party has authority to bind the other except as expressly provided in this Agreement.

8. Notices

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of state and federal courts located within that state for resolution of disputes arising under this Agreement.

10. Entire Agreement

This Agreement, together with any exhibits or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11. Miscellaneous

Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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