Technical Document Template

TECHNICAL DOCUMENT TEMPLATE

This General Business Agreement (the "Agreement") is made and entered into as of by and between Client Name: , with principal place of business at , and Provider Name: , with principal place of business at .

WHEREAS

WHEREAS, Client requires the preparation, verification and delivery of technical documentation, specifications, and associated materials describing products, systems, procedures and services (the "Documentation"); and

WHEREAS, Provider has the technical expertise and personnel necessary to prepare, produce and maintain such Documentation and has agreed to provide such services to Client under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation, confidentiality obligations and other terms applicable to the provision of the Documentation.

SCOPE OF WORK

Provider shall perform the work described below and deliver the Deliverables in accordance with the Acceptance Criteria. Provider shall provide personnel, equipment and materials necessary to complete the work in a professional manner consistent with industry standards.

Specifications and system diagrams
User and operator manual
Test procedures and acceptance scripts
Training materials and quick-reference guides

PAYMENT TERMS

As compensation for the Services, Client shall pay Provider the fees set forth below in accordance with the schedule and subject to the invoicing and dispute procedures described herein.

Amounts not paid when due shall accrue interest at a rate of % per month, or the maximum rate permitted by law, and Client shall be responsible for all reasonable collection and legal costs incurred by Provider.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Either party may terminate immediately for insolvency, bankruptcy, or material misconduct.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to the Documentation and associated deliverables created specifically for Client under this Agreement. Provider retains ownership of its general skills, know-how, methodologies and any pre-existing materials and tools; Provider grants Client a non-exclusive, perpetual license to any pre-existing materials embedded in the Documentation to the extent necessary for Client's use of the Documentation.

CHANGE ORDERS

Any change to the Scope of Work must be documented in a written change order signed by authorized representatives of both parties. The change order will describe the change, adjustments to schedule, and any additional compensation required.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , excluding its 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.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the Documentation will materially conform to the Scope of Work for a period of ninety (90) days following acceptance. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES; THE PARTIES' AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT.

ENTIRE AGREEMENT

This Agreement, including all exhibits and executed change orders, constitutes the entire agreement between the parties with respect to its subject matter 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.

NOTICES

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