Upgrade Draft Document

Upgrade Draft Document

Parties and Effective Date

This Upgrade Draft Document (the "Agreement") is entered into as of by and between (the "Client") and (the "Contractor").

WHEREAS

WHEREAS, the Client desires to procure an upgrade of the system, equipment, or software described in this Agreement (the "Upgrade"); and

WHEREAS, the Contractor represents that it has the experience, personnel, and capability to perform the Upgrade in accordance with the Scope of Work set forth below and agrees to perform such services under the terms and conditions of this Agreement.

WHEREAS, the parties desire to set forth their rights and obligations with respect to the Upgrade in a binding written agreement.

Scope of Work

The Contractor shall perform the Upgrade described below and shall deliver the deliverables, documentation, and any training specified. The Contractor will perform all work in a professional and workmanlike manner and in accordance with industry standards.

Payment Terms

The Client shall compensate the Contractor for the performance of the Upgrade in accordance with the following terms.

Select payment structure: Lump-sum Milestone-based Time & Materials

Invoices submitted by the Contractor are due within days of receipt unless otherwise agreed in writing.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date or until terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party upon written notice if the breach is not cured within the notice period specified above. Termination shall not relieve the Client of its obligation to pay for services performed prior to termination and for accepted deliverables.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with the Upgrade, including technical data, specifications, pricing, business plans, and any materials clearly identified as confidential ("Confidential Information"). Confidential Information shall not include information that is (a) already known to the Receiving Party without obligation of confidentiality, (b) publicly available through no fault of the Receiving Party, or (c) rightfully received from a third party without confidentiality obligations.

The Receiving Party shall restrict disclosure of Confidential Information to those of its employees, contractors, or agents who need to know for the performance of this Agreement and shall use at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care. Confidentiality obligations shall survive termination of this Agreement for .

Change Orders

Any change to the Scope of Work, schedule, or price shall be made only by a written change order signed by both parties. The change order shall describe the change in scope, any adjustments to the Contract Amount, and any change in schedule. Contractor shall not be required to perform work outside the Scope of Work without an executed change order.

Warranties and Limitation of Liability

The Contractor warrants that services will be performed in a professional manner consistent with industry standards. Except for the express warranty set forth herein, the Contractor disclaims all other warranties, whether express or implied. In no event shall either party be liable for consequential, incidental, special, or punitive damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the total amounts paid by the Client to the Contractor under this Agreement.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered by hand, commercial courier, or certified mail to the addresses set forth above (or to such other address as a party designates in writing).

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to commencing any litigation. Any litigation arising out of this Agreement shall be brought in the state or federal courts located in the county where the Client's principal place of business is located, and the parties submit to the exclusive jurisdiction of such courts.

Entire Agreement

This Agreement, including all exhibits and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless 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 remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its assets.

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