Technology Review Template

Technology Review Template

This Technology Review Agreement (the "Agreement") is entered into as of between:

RECITALS

WHEREAS, Client desires an independent technical review and evaluation of the technology, product, or system described in this Agreement (the "Technology") to assess suitability, security, performance, and integration requirements; and

WHEREAS, Reviewer possesses the technical expertise and experience to perform such a Technology review and is willing to provide the services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the review, deliverables, confidentiality, and compensation.

SCOPE OF WORK

Reviewer will perform the services described below (the "Services"). The Services shall include the tasks, deliverables, testing procedures, and acceptance criteria set forth in this section and any attachments.

PAYMENT TERMS

As full compensation for the Services, Client shall pay Reviewer the fees set forth below in accordance with the schedule and invoicing terms.

Invoices shall be rendered by Reviewer upon completion of each milestone or monthly as set forth above and are due within days of invoice date. Late payments shall accrue interest at the lesser of (a) the rate of % per month or (b) the maximum rate permitted by applicable law.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice. Upon termination, Reviewer will deliver any completed deliverables and Client will pay for Services performed through the termination date.

CONFIDENTIALITY

The parties acknowledge that in connection with the Services they may disclose or receive Confidential Information. For purposes of this Agreement, "Confidential Information" means non-public technical, business, financial, and other information that a reasonable person would understand to be confidential under the circumstances.

Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that is (i) publicly known without breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the other party's Confidential Information, or (iv) required to be disclosed by law or court order, provided that the receiving party provides prompt notice to permit the disclosing party to seek protective measures.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Reviewer retains ownership of its pre-existing tools, know-how, methodologies, and analyses. Client shall own the final deliverables specifically prepared for Client under this Agreement, subject to Reviewer’s continued ownership of any underlying tools, templates and general know-how. Reviewer grants Client a non-exclusive, perpetual, worldwide license to use the deliverables for Client’s internal business purposes.

LIMITATION OF LIABILITY; INDEMNIFICATION

Each party's liability for direct damages arising under or in connection with this Agreement shall be limited to the amount of fees actually paid by Client to Reviewer under this Agreement during the 12 months preceding the claim. In no event shall either party be liable for indirect, incidental, special, or consequential damages. Client shall indemnify and hold Reviewer harmless from and against any third-party claims arising from Client’s misuse of the deliverables or Client’s breach of obligations under this Agreement, except to the extent caused by Reviewer'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. Any action to enforce or interpret this Agreement shall be brought in the state or federal courts located within that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments, 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 modifications must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect. 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, provided that the assignee assumes the assigning party's obligations. Notices required hereunder shall be in writing and delivered to the addresses set forth above.

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