Technical Specification Document

TECHNICAL SPECIFICATION DOCUMENT

RECITALS

WHEREAS, Client Name: desires to procure services and deliverables for the Project Title: ; and

WHEREAS, Supplier Name: represents that it has the technical capability and resources to develop, deliver, and support the technical specifications and deliverables described herein; and

WHEREAS, the parties intend that this Technical Specification Document set forth the technical requirements, acceptance criteria, schedule, and commercial terms governing the work to be performed under the Project.

SCOPE OF WORK

The Supplier shall perform the activities and deliver the items described in this Scope of Work. The Supplier must perform in accordance with the technical specifications, quality standards, and acceptance tests set forth below.

TECHNICAL SPECIFICATIONS

The Supplier shall deliver components meeting the following minimum technical requirements. All measurements are to be verified during acceptance testing.

DELIVERABLES AND ACCEPTANCE CRITERIA

PAYMENT TERMS

In consideration for the Supplier’s performance, Client shall pay Supplier the fees and expenses set forth below in accordance with the invoicing and payment schedule.

TERM AND TERMINATION

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this Section, will expire on the End Date below.

Start Date:    End Date:

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Document, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Document; and (c) not disclose Confidential Information to any third party except as permitted herein. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice to permit protective measures.

CHANGE CONTROL

All changes to scope, schedule, or price shall be documented in a written change order signed by authorized representatives of both parties prior to implementation.

By checking this box, the parties acknowledge that written change orders are required and that no oral change shall be binding.

WARRANTIES AND LIMITATION OF LIABILITY

The Supplier warrants that the deliverables will materially conform to the specifications set forth in this Document for a period of ninety (90) days following acceptance. Supplier’s sole obligation and Client’s exclusive remedy for breach of this warranty shall be re-performance to achieve conformance or, if Supplier cannot cure within a reasonable period, refund of fees paid for the nonconforming deliverable. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT.

GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of:

ENTIRE AGREEMENT

This Document 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. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Document is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights under this Document without the prior written consent of the other, except to a successor by merger or acquisition.

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