User Agreement Document

USER AGREEMENT DOCUMENT

This User Agreement (the Agreement) is entered into as of between:

WHEREAS

WHEREAS, Client Name: requires certain user-facing services, software configuration, or support as further described herein;

WHEREAS, Service Provider Name: represents that it has the experience and resources necessary to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms governing the Provider’s provision of services to the Client and the Client’s use of any deliverables, documentation, or user accounts issued by Provider.

SCOPE OF WORK

Provider will perform the services described below and deliver the deliverables specified. The services shall include, at a minimum, the tasks, milestones, and acceptance criteria set forth in the scope description.

PAYMENT TERMS

Client agrees to pay Provider for the services performed in accordance with the following fee schedule and payment terms.

All payments are due in United States dollars. Invoices are payable within days of invoice date unless otherwise agreed in writing. Client is responsible for any taxes assessed on amounts payable under this Agreement, excluding taxes based on Provider’s net income.

TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date below and shall continue until the End Date below unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above. Provider may suspend services immediately if Client fails to pay undisputed amounts when due.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) limit disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Notwithstanding the foregoing, Confidential Information shall not include information that (i) is or becomes generally known through no wrongful act of the receiving party; (ii) was in the receiving party’s possession prior to disclosure as demonstrated by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

INTELLECTUAL PROPERTY; LICENSE

Unless otherwise agreed in writing, Provider retains all right, title, and interest in and to any pre-existing materials, tools, know-how, and software used or developed outside the scope of this Agreement. Provider grants Client a limited, non-exclusive, non-transferable license to use deliverables solely for Client’s internal business purposes, subject to payment in full and compliance with this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of confidentiality or intellectual property, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, or punitive damages.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by a court of competent jurisdiction located in the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all assets or business to which this Agreement relates.

PARTY REPRESENTATIONS

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each party further represents that execution of this Agreement by its signatory will bind that party to this Agreement.

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