Specification Document Template

SPECIFICATION DOCUMENT TEMPLATE

This Specification Document and Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client requires the design, development, delivery, and acceptance of the goods and services described in this Specification Document (the "Services"); and

WHEREAS, Contractor represents that it has the experience, capacity, and personnel to perform the Services in accordance with the specifications, schedule, and standards set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the Services, payment, confidentiality, intellectual property, and other matters as provided below.

PROJECT IDENTIFICATION

SCOPE OF WORK

Contractor shall perform the work described below in accordance with the specifications, standards, and acceptance criteria set forth in this Agreement. All work shall be performed by qualified personnel and in accordance with applicable laws and industry standards.

DELIVERABLES

The following deliverables, inclusive of documentation, source files (where applicable), and any other agreed materials, shall be delivered and subject to the Acceptance Criteria below.

ACCEPTANCE CRITERIA

Client will accept each deliverable if it substantially conforms to the specifications and functions as described in the Scope of Work. Acceptance shall occur by written confirmation or failure to provide a rejection notice within the acceptance period described below.

SCHEDULE AND MILESTONES

Milestones shall be met in accordance with the schedule below. Time is of the essence for all dates set forth in this Agreement unless otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Contractor for performance of the Services in accordance with the fee schedule and invoicing terms set forth below. All fees are exclusive of taxes unless otherwise stated. Contractor shall submit invoices in writing and include reasonable documentation supporting the charges.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Services or earlier termination in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after the required notice period. Upon termination, Contractor shall deliver all completed work and be paid for work performed to date in accordance with the Payment Terms, less any offsets for Client damages or unpaid credits as authorized under this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it only to perform its obligations under this Agreement; and (c) limit disclosure to employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is: (i) publicly available through no breach by the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the disclosing party’s Confidential Information; or (iv) required to be disclosed by law, provided the disclosing party is given prior notice where permitted.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor assigns to Client all right, title and interest in and to deliverables specifically created for the Client under this Agreement (the "Work Product"). Contractor retains ownership of its pre-existing materials, tools, and methodologies and hereby grants Client a non-exclusive, perpetual license to any Contractor pre-existing materials embedded in deliverables, solely to the extent necessary to use the Work Product for its intended purpose.

CHANGE CONTROL

Any change to the Scope of Work shall be initiated by a written Change Request that describes the change, impact on schedule and cost, and any required revisions to deliverables. Changes are effective only upon written approval by authorized representatives of both parties.

WARRANTIES; LIMITATION OF LIABILITY

Contractor warrants that the Services will be performed in a professional manner consistent with industry standards and in material conformity with the specifications for a warranty period of: days following acceptance. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Except for willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total amount of fees paid to Contractor under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for special, incidental, or consequential damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, statements of work, and executed Change Requests, constitutes the entire agreement between the parties with respect to the subject matter hereof 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.

NOTICES

Notices under this Agreement must be in writing and delivered to the primary contacts set forth below or to such other address as a party may designate by notice. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other except to a successor in interest in connection with a merger or sale of substantially all assets.

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