Product Code Template

Product Code Template and Services Agreement

This Product Code Template and Services Agreement (the Agreement) is entered into as of Effective Date: by and between the parties set forth below.

Parties

Recitals

WHEREAS, Provider is engaged in the design, administration and assignment of product code systems, including but not limited to SKUs, item identifiers, and classification taxonomy (collectively, Product Codes); and

WHEREAS, Recipient desires to obtain from Provider a defined Product Code Template and related services for the organization, assignment, and maintenance of Product Codes for Recipient's products; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding creation, delivery, use, and ownership of Product Codes and the Template under the terms and conditions of this Agreement.

Scope of Work

Provider shall prepare and deliver a Product Code Template consisting of the following components, to be used by Recipient for item identification, inventory management, and product catalog purposes. Provider will also provide setup and onboarding assistance as described below.

Product Code Specifications

Code Prefix:    Code Length (total characters):

Payment Terms

Total Fee (USD):

Late Payment: If any undisputed invoice is not paid within days of the invoice date, interest will accrue at or the maximum rate permitted by law, whichever is lower.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within after receipt of written notice. Termination shall not relieve the Recipient of its obligation to pay for services rendered through the effective date of termination, nor shall it affect any rights or remedies accrued prior to termination.

Confidentiality

For the purposes of this Agreement, Confidential Information means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party will: (a) protect Confidential Information of the other party using the same standard of care it uses to protect its own confidential information but in no case less than reasonable care; (b) not use Confidential Information except to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those of its personnel or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was in the receiving party's lawful possession prior to disclosure, is independently developed by the receiving party, or is rightfully obtained from a third party without confidentiality obligations.

Ownership and License

Provider retains all right, title and interest in and to any pre-existing methodologies, know-how, templates and systems used to develop the Product Code Template. Upon full payment of fees due hereunder, Provider grants Recipient a non-exclusive, non-transferable license to use the delivered Product Code Template for internal business purposes only. Any customizations or bespoke work produced specifically for Recipient shall be owned by Recipient upon full payment, subject to Provider's retention of its underlying methodology and general know-how.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other against third-party claims arising out of its breach of this Agreement or willful misconduct. Except for liability arising from a party's gross negligence or willful misconduct, in no event will either party be liable for consequential, incidental, punitive, or special damages, and aggregate liability will be limited to amounts paid under this Agreement in the preceding twelve months.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

Entire Agreement

This Agreement, including any attachments, exhibits, and any written change orders executed by both parties, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be given in writing to the addresses listed above. If any provision of this Agreement is held invalid or unenforceable, the remainder 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 successor in connection with a merger or sale of substantially all its assets.

Sign Now