Product Release Agreement

PRODUCT RELEASE AGREEMENT

This Product Release Agreement (the Agreement) is made and entered into as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client desires to engage Provider to prepare, complete, and release a product described herein for commercial distribution under the terms set forth in this Agreement; and

WHEREAS, Provider has represented that it possesses the necessary expertise, personnel, facilities, and approvals to perform the release activities, including final testing, packaging, and transfer of deliverables, and will perform such work in accordance with industry standards and the specifications agreed by the parties; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to the release, distribution, and confidentiality of the Product.

SCOPE OF WORK

Provider shall perform the release activities described above, which shall include, without limitation: final acceptance testing, issue remediation limited to the scope defined in the Scope of Work, production packaging, creation of release documentation, and transfer of deliverables to Client in the formats specified. Any work outside the Scope of Work shall require a written change order executed by both parties specifying the adjusted deliverables, schedule, and compensation.

PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, Client shall pay Provider as follows: an initial deposit of the amount specified in the Payment Schedule, progress payments tied to agreed milestones, and a final payment due upon successful completion and acceptance of the release. All payments are due within the number of days stated in the Payment Schedule following Provider's invoice.

Overdue payments shall accrue interest at the rate provided above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate allowed by applicable law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the Notice Period above. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for work performed and accepted through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other related to the Product, including technical data, release plans, source code, trade secrets, business strategies, pricing, customer lists, and other proprietary information, whether disclosed orally, in writing, or by inspection. Each party shall hold the other's Confidential Information in strict confidence and shall not disclose it to any third party except to employees, contractors, or affiliates who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidential Information shall not include information that is: (a) already lawfully known to the receiving party without restriction at the time of disclosure; (b) becomes publicly known through no wrongful act of the receiving party; (c) is rightfully received from a third party without restriction; or (d) independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party, except to the extent retention is required by law or for archival backup.

INTELLECTUAL PROPERTY AND RELEASE

Unless otherwise agreed in writing, Client shall retain all ownership rights in pre-existing Client intellectual property. Provider shall retain ownership of Provider's pre-existing intellectual property. To the extent Provider develops new materials specifically for the Product under this Agreement, ownership and licensing of such materials shall be governed by the following:

Provider represents that, to the best of its knowledge, the Product and the deliverables do not infringe any third-party intellectual property rights. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's breach of this representation, subject to the limitations set forth elsewhere in this Agreement.

GOVERNING LAW

This Agreement shall 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 any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

SIGNATURES

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