Remote Programming Services Agreement

REMOTE PROGRAMMING SERVICES AGREEMENT

This Remote Programming Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with address: and Service Provider Name: with address: .

RECITALS

WHEREAS, Client desires to retain Provider to perform remote programming, software development, customization, maintenance and related services as described in this Agreement; and

WHEREAS, Provider represents that it has the technical expertise, personnel and equipment necessary to perform such remote programming services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will pay for them.

1. SCOPE OF WORK

Provider shall perform remote programming services described below. Provider's obligations include delivering code, documentation, and remote support as specified. Any services outside the scope below require a written change order signed by both parties.

2. PAYMENT TERMS

Client will pay Provider for services in accordance with the pricing and schedule set forth below. All amounts are in U.S. dollars and exclusive of taxes unless otherwise stated.

Provider will submit invoices in accordance with the payment schedule. Client shall pay each undisputed invoice within days of receipt. Disputes must be raised in writing within ten (10) days of invoice receipt; undisputed amounts remain payable.

Overdue amounts will accrue interest at a rate of or the maximum rate permitted by law, whichever is less. Client will also reimburse Provider for reasonable collection costs.

3. TERM AND TERMINATION

The term of this Agreement begins on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to a termination date. Upon termination for convenience, Provider will be paid for services performed and expenses incurred through the effective termination date.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other that is designated confidential or should reasonably be understood to be Confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that is: (a) publicly known through no fault of the receiving party; (b) already known by the receiving party without obligation of confidentiality; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the disclosing party's Confidential Information.

The receiving party will: (i) hold Confidential Information in strict confidence; (ii) use it only to perform obligations under this Agreement; and (iii) restrict disclosure to employees and contractors with a need to know who are bound by confidentiality obligations no less protective than those herein. The receiving party will return or destroy Confidential Information upon written request or upon termination of this Agreement, except to the extent retention is required by law, in which case it will remain subject to confidentiality obligations.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to deliverables specifically developed for Client under this Agreement, subject to payment in full. Provider may use pre-existing tools, libraries, frameworks and general skills ("Provider Tools") and retains ownership of those Provider Tools. Provider hereby grants Client a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce and modify Provider Tools to the extent they are incorporated into deliverables. Each party represents that it has the right to grant the rights granted herein.

6. WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of thirty (30) days following acceptance. EXCEPT AS EXPRESSLY STATED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. INDEPENDENT CONTRACTOR; ASSIGNMENT

Provider is an independent contractor. Nothing in this Agreement creates an employee-employer, partnership, agency or joint venture relationship between the parties. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party will be liable for delays or failures to perform caused by circumstances beyond its reasonable control. Notices must be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

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