Unicode Conversion Document

UNICODE CONVERSION DOCUMENT

This Unicode Conversion Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Client Address: , and Service Provider Name: , Service Provider Address: .

RECITALS

WHEREAS, Client possesses legacy textual data, databases, content repositories, or software outputs encoded in one or more legacy character encodings that require conversion to Unicode conforming to the latest relevant Unicode Standard to ensure interoperability and preservation (the "Source Content");

WHEREAS, Service Provider represents that it has the technical expertise, tools, and processes to perform character-encoding conversion, normalization, and verification services necessary to produce Unicode-encoded Deliverables in accordance with industry best practices and agreed acceptance criteria;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Service Provider will perform Unicode conversion services that may include: analysis of Source Content encodings, mapping tables development, conversion tooling, normalization to specified Unicode Normalization Form, correction of known diacritics and combining sequences, verification testing, and delivery of converted files and conversion reports. Service Provider will document any characters or sequences that cannot be deterministically mapped.

DELIVERABLES AND ACCEPTANCE

Deliverables consist of converted Unicode files, a conversion report documenting mapping decisions and unresolved sequences, and test results demonstrating successful round-trip or rendering tests where applicable. Client shall have an acceptance period following delivery to perform verification.

PAYMENT TERMS

Client will pay Service Provider the fees set forth below in consideration for the Services and Deliverables. All sums are payable in the currency indicated and exclusive of applicable taxes unless otherwise stated.

Service Provider shall submit invoices in writing. Unless otherwise agreed, payment is due within thirty (30) days of invoice. Late payments shall bear interest at the rate specified above and Client shall reimburse reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period above. Either party may terminate immediately for insolvency or unauthorized disclosure of Confidential Information. Upon termination, Service Provider shall deliver all Work-in-Progress and, at Client's direction, return or securely delete Source Content and deliverables as set forth in this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential. Service Provider shall use Confidential Information only for performance of the Services, shall restrict access to those with a need to know, and shall not disclose such information to third parties without Client's prior written consent, except as required by law. The confidentiality obligations shall survive termination for a period of Confidentiality Duration: years.

Service Provider acknowledges that monetary damages may be inadequate and Client is entitled to seek injunctive relief for breach of confidentiality in addition to other remedies.

INTELLECTUAL PROPERTY

Client retains all right, title and interest in the Source Content and in the converted content produced specifically for Client (the "Deliverables"). Service Provider hereby assigns to Client all rights in the Deliverables necessary for Client's intended use. Service Provider retains ownership of pre-existing tools, libraries, mapping tables, and software developed independently of the Deliverables, provided that Service Provider grants Client a nonexclusive, royalty-free, worldwide license to use any such tool components incorporated into the Deliverables solely for Client's internal use of those Deliverables.

Yes, Service Provider may retain and reuse conversion tools and scripts consistent with the license above.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by the parties, 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 oral or written. No amendment will be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice.

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