Software Engagement Service Agreement

SOFTWARE ENGAGEMENT SERVICE AGREEMENT

This Software Engagement Service Agreement ("Agreement") is entered into as of by and between the parties set forth below.

RECITALS

WHEREAS, Service Provider is engaged in the business of developing, integrating and delivering software solutions, and possesses technical expertise, development personnel and project management capacity necessary to perform software services; and

WHEREAS, Client desires to retain Service Provider to perform software development, customization, integration and related professional services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF SERVICES

Service Provider shall provide software development, configuration, integration, testing and deployment services as described in the project statement below (the "Services"). The Services shall include all activities reasonably necessary to deliver the Deliverables and to obtain Client acceptance as set forth in this Agreement.

DELIVERABLES AND ACCEPTANCE

Deliverables shall consist of the tangible software components, documentation and code releases specified in the Scope of Services. Deliverables will be subject to acceptance testing by Client in accordance with the acceptance criteria set forth below. Client shall complete acceptance testing within the acceptance period or provide written notice of defects.

PAYMENT

Client shall pay Service Provider the fees set forth below in consideration for the Services and Deliverables.

Any undisputed amount not paid when due shall accrue interest at the lesser of the maximum rate permitted by applicable law or % per month, calculated monthly.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Upon termination, Client shall pay Service Provider for Services performed and non-cancellable obligations incurred through the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party in any form that is marked confidential or reasonably understood to be confidential. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) take reasonable measures to protect the confidentiality of such information. Confidentiality obligations shall survive termination for a period of years, except where trade secret protection applies for a longer period.

Upon termination or request, receiving party shall promptly return or destroy Confidential Information, subject to permitted archival backups and retention required by law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing tools, frameworks, libraries and methodologies ("Background Technology"). Client shall own all right, title and interest in and to the Deliverables developed specifically for Client under this Agreement, subject to Service Provider's ownership of Background Technology and third-party components. Service Provider grants to Client a perpetual, non-exclusive, worldwide license to Background Technology to the extent embedded in the Deliverables to reasonably use the Deliverables for Client's internal business purposes.

WARRANTIES; DISCLAIMERS

Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INFRINGEMENT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of its representations, warranties or obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and permit the indemnifying party to control the defense and settlement, provided that the indemnifying party shall not settle any claim imposing liability on the indemnified party without its prior written consent.

CHANGES; CHANGE ORDERS

Any change to the Scope of Services shall be documented in a written change order specifying the change, the impact on fees and schedule, and signed by authorized representatives of both parties prior to implementation.

Service Provider may engage subcontractors to perform portions of the Services, provided that Service Provider remains responsible for the work of such subcontractors and obtains contractual protections consistent with this Agreement.

Subcontracting permitted:

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the notice addresses set forth above or such other address as a party designates by written notice. Notices shall be deemed given upon personal delivery, confirmed email transmission, or three (3) days after deposit with an internationally recognized courier service.

MISCELLANEOUS

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

Sign Now