RCVISA Document Template

RCVISA Document Template

Parties

Recitals

WHEREAS, Client Name: seeks to obtain certain services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience and capacity to perform the services described below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services effective as of Effective Date: .

Scope of Work

Provider shall perform the services described below in a professional manner consistent with industry standards. Provider's obligations include, without limitation, the tasks, deliverables, milestones, and acceptance criteria set forth in the Scope of Work.

Payment Terms

Client shall pay Provider for the services described above in accordance with the following terms.

Late payments shall incur a late fee equal to % of the overdue amount per month, compounded monthly, or the maximum permitted by applicable law, whichever is less. Client is responsible for all taxes associated with payments except for taxes based on Provider's net income.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after written notice of breach.

Upon termination, Provider shall deliver to Client all completed deliverables and a final invoice for all work performed through the effective date of termination. All confidentiality and ownership obligations that by their nature survive termination shall survive for a period of three (3) years unless otherwise specified herein.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party relating to its business, technology, personnel, customers, pricing, strategies, financial information, and any data or deliverables created under this Agreement. Confidential Information excludes information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) is lawfully received from a third party without restriction; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (iii) use Confidential Information only to perform its obligations under this Agreement. The receiving party shall be liable for any breach of this confidentiality obligation by its permitted recipients.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement, subject to Provider's ownership of its pre-existing tools, methodologies, and general know-how. Provider grants Client a perpetual, irrevocable, worldwide, royalty-free license to any Provider background technology incorporated in deliverables solely to the extent necessary for Client's use of those deliverables.

Liability; Indemnification

Each party's liability to the other for any claim arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for consequential, special, incidental, or punitive damages. Provider shall defend, indemnify and hold Client harmless from third-party claims arising from Provider's breach of this Agreement or negligent acts in the performance of services.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Country of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for any dispute arising under or related to this Agreement.

Entire Agreement; Amendment

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

Certifications

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or organizational action; and that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

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