Team Collaboration Feature Template

Team Collaboration Feature Template

Client Name:   Service Provider Name:

Recitals

WHEREAS, Client seeks to develop, integrate, or enhance a team collaboration feature set (the "Feature") to facilitate multi-user communication, task coordination, and shared artifacts within Client's product environment; and

WHEREAS, Service Provider has represented that it possesses the technical expertise, resources, and personnel necessary to design, implement, test, and assist in the deployment of the Feature in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, schedule, and terms governing the development, acceptance, and transfer of the Feature.

Scope of Work

Payment Terms

Client shall pay Service Provider the total amount of $ for the services and deliverables described herein, subject to the schedule below.

Late Payment: Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, beginning 30 days after invoice due date. A late fee of $ may be charged for invoices more than 30 days overdue.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for material breach upon written notice if the breach remains uncured after from receipt of notice. Either party may terminate for convenience upon prior written notice to the other party.

Confidentiality

Each party agrees to hold in strict confidence all Confidential Information disclosed by the other party, to use such information solely for performance of this Agreement, and to restrict disclosure to employees, contractors, or agents who have a need to know and are bound to confidentiality obligations at least as protective as those contained herein. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party, (b) was rightfully known by the receiving party prior to disclosure, or (c) is independently developed without use of disclosed Confidential Information.

Intellectual Property

Ownership: Unless otherwise agreed in writing, Client shall own all right, title, and interest in and to the Deliverables created expressly for Client under this Agreement, and Service Provider hereby assigns and agrees to assign all such rights to Client upon payment in full. Service Provider retains ownership of its pre-existing tools, libraries, and know-how, provided that no rights in Client's Confidential Information or Deliverables shall be conveyed by such retention.

License Grant: To the extent Service Provider incorporates any pre-existing materials in the Deliverables, Service Provider grants Client a perpetual, worldwide, irrevocable, royalty-free license to use, reproduce, modify, and distribute such embedded materials solely as part of the Deliverables.

Change Requests

Changes to Scope: Any changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. The change order will describe the change, any adjustments to fees or schedule, and acceptance criteria.

Limitation of Liability & Indemnity

Except for breach of confidentiality, willful misconduct, or infringement of third-party intellectual property rights, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Each party shall indemnify and hold the other harmless from third party claims alleging bodily injury or direct property damage or third-party intellectual property infringement arising from the indemnifying party's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

Entire Agreement

This Agreement, together with all exhibits, statements of work, and signed change orders, 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 shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement establishes a partnership, joint venture, or employment relationship. Neither party shall have authority to bind the other without express written consent.

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