Technical Documentation Template

TECHNICAL DOCUMENTATION TEMPLATE

This Technical Documentation Agreement (the Agreement) is entered into as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires comprehensive technical documentation for the project identified as Project Title: , including but not limited to user guides, API documentation, and architecture descriptions; and

WHEREAS, Service Provider represents that it has the experience and resources necessary to prepare, deliver and, if required, maintain such documentation under the terms set forth in this Agreement; and

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

1. Scope of Work

Service Provider shall prepare technical documentation for the Project in accordance with the requirements and acceptance criteria described below. The documentation shall be written in clear, professional English and suitable for the intended audience identified by Client.

User Guide    API Reference    Installation Manual    Release Notes    Architecture Overview    Other:

2. Acceptance Criteria

Deliverables will be deemed accepted upon Client's written approval following verification that the deliverable substantially conforms to the documented acceptance criteria and functional descriptions set forth below.

3. Payment Terms

In consideration for services, Client shall pay Service Provider the fees set forth below in accordance with the schedule provided. All amounts are in U.S. dollars unless otherwise stated.

Invoices shall be submitted to Client in accordance with the schedule above. Client shall pay undisputed amounts within days of receipt of invoice. Late payments shall accrue interest at a rate of per month, or the maximum rate permitted by law, whichever is lower.

4. Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after written notice.

5. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement that is identified as confidential or that, by its nature, ought reasonably to be treated as confidential. Service Provider shall maintain Confidential Information in strict confidence, shall not disclose it to third parties except as permitted herein, and shall use it solely for performing obligations under this Agreement.

The obligations in this Section shall survive termination for a period of years following termination or expiration of this Agreement.

6. Intellectual Property

Unless otherwise agreed in writing, Client shall retain ownership of any pre-existing materials and background intellectual property. Service Provider hereby assigns to Client all right, title and interest in deliverables specifically prepared for Client under this Agreement, subject to Client's payment in full. Service Provider retains the right to use general knowledge and skills acquired during performance, provided no Confidential Information is disclosed.

7. Warranties; Limitation of Liability

Service Provider warrants that the deliverables will materially conform to the specifications set forth in the Scope of Work for a period of thirty (30) days after acceptance; Service Provider will, at its expense, correct any material nonconformity reported in writing during that period. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER HEREUNDER.

8. 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.

9. Entire Agreement; Amendments

This Agreement, including any attachments and referenced exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written. No modification, amendment or waiver shall be binding unless in writing and signed by duly authorized representatives of both parties.

10. Notices

11. 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 shall create a partnership, joint venture or employment relationship. 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.

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