Screenshot Documentation Template

SCREENSHOT DOCUMENTATION AGREEMENT

Parties

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

WHEREAS

WHEREAS, Client requires professional capture, annotation and delivery of visual screen assets and associated metadata for use in documentation, training, testing and archival purposes; and

WHEREAS, Service Provider represents that it has the technical capability and personnel to perform screenshot capture, processing, naming, and secure delivery in accordance with the specifications set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Project Details

Scope of Work

Service Provider shall perform screenshot capture and documentation services as described below. Deliverables shall conform to the technical specifications, naming conventions, and acceptance criteria set forth in this Agreement.

Acceptance Criteria

Client shall have a review period of calendar days from delivery to report defects or nonconformities. Absent timely written notice, deliverables will be deemed accepted.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall also reimburse reasonable collection costs.

Term and Termination

This Agreement shall commence on the Effective Date and continue until completion of the services unless earlier terminated as provided herein.

Effective Date:    Anticipated Completion Date:

Either party may terminate for material breach if the other party fails to cure within days after written notice. Either party may terminate for convenience upon days' prior written notice; in that event Client will pay for services performed through termination date.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information includes captured screenshots, associated metadata, user credentials and system configurations. Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Ownership; License

Unless otherwise agreed in writing, upon full payment Client shall own the final screenshot deliverables and associated metadata. Service Provider hereby assigns to Client all right, title and interest in such deliverables. Service Provider retains no rights except for archival copies created in the ordinary course of business, subject to confidentiality obligations.

Storage, Retention and Security

Representations, Warranties and Liability

Service Provider represents and warrants that (a) it will perform services in a professional and workmanlike manner, (b) the deliverables will not infringe third-party intellectual property rights to the best of Service Provider's knowledge, and (c) it has authority to assign rights granted herein. EXCEPT AS EXPRESSLY SET FORTH, SERVICES ARE PROVIDED "AS IS" AND EXCEPTIONS REQUIRED BY LAW, NEITHER PARTY MAKES OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO AMOUNTS PAID UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to initiating litigation.

Entire Agreement; Amendments

This Agreement, including any attachments and statements of work executed under it, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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