Terms and Conditions Template

TERMS AND CONDITIONS

Parties and Recitals

This Terms and Conditions Agreement (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Client Name:

Service Provider Name:

Effective Date:

WHEREAS, Client requires certain services and deliverables described in this Agreement; and

WHEREAS, Service Provider possesses the skills, experience, and resources necessary to perform such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing their relationship and respective rights and obligations.

Scope of Work

Service Provider shall perform the services and provide the deliverables as described below. The description below is intended to identify the primary scope; additional tasks may be agreed in writing by the parties.

Payment Terms

Compensation to Service Provider shall be as follows:

Payments not received within days of the due date shall accrue interest at , compounded monthly, up to a maximum lawful rate.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, terminates on .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of such breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial data, customer lists, trade secrets, and technical information.

Receiving party shall (i) use Confidential Information only to perform its obligations hereunder, (ii) not disclose Confidential Information to any third party except as permitted herein, and (iii) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations do not apply to information that is or becomes publicly known through no breach, was already known to receiving party, was independently developed, or is required to be disclosed by law (provided receiving party gives prompt notice).

The obligations of confidentiality shall survive termination of this Agreement for a period of .

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use deliverables for Client's internal business purposes. Service Provider retains ownership of its pre-existing materials, tools, and general know-how. Any transfer of ownership of deliverables must be set forth in a written assignment signed by both parties and, unless set forth therein, ownership remains with Service Provider.

Indemnification and Limitation of Liability

Each party ("Indemnifying Party") agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnitee's compliance with reasonable notice and cooperation requirements.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Amendments; Assignment

This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both parties. Neither party may assign its rights or delegate its obligations without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, terrorism, governmental action, or utilities failures. The affected party shall use commercially reasonable efforts to resume performance as soon as practicable.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

Governing Law; Dispute Resolution

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. The parties agree to attempt good faith negotiation to resolve disputes, and if unresolved, to submit to the exclusive jurisdiction of the state and federal courts located in the county where Client's principal place of business is located.

Entire Agreement

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures (including scanned signatures) shall be deemed originals for all purposes.

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