User Technical Instructions Template

USER TECHNICAL INSTRUCTIONS TEMPLATE

This User Technical Instructions Template (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires specific technical actions, configurations, or deliverables necessary for the Client's system, product, or service to operate as intended; and

WHEREAS, Service Provider has the technical expertise, personnel, and resources to perform the technical tasks described in this Agreement and will perform such tasks in accordance with the scope and instructions set forth herein; and

WHEREAS, the parties desire to memorialize the User Technical Instructions, payment terms, confidentiality obligations, and other terms governing performance and acceptance of the technical work.

SCOPE OF WORK

The Service Provider shall perform the technical tasks and deliverables described below in accordance with the Client's instructions. The description shall include methods, standards, acceptance criteria, and any hardware or software references required to effect the work.

PAYMENT TERMS

Client shall pay Service Provider for the performance of the Scope of Work as follows. All amounts are in U.S. dollars unless otherwise stated.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall expire on End Date: .

Either party may terminate this Agreement for material breach by the other party upon written notice if the breaching party fails to cure such breach within Cure Period: days after receipt of notice. Termination for convenience is permitted only if expressly set forth in the notice period above and subject to payment for work performed through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. Confidential Information means non-public information disclosed in tangible or intangible form that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein, and (iii) take reasonable measures to protect the confidentiality of such information. Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, the parties agree that any Preexisting Materials remain the property of the party who provided them. Work product and deliverables created specifically for Client under this Agreement shall be considered a work made for hire and assigned to Client upon full payment. Service Provider will retain ownership of general methodologies, tools, and know-how used in performing the services, subject to Client's license to use delivered materials for their intended purpose.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the courts located in that state for any disputes arising under this Agreement.

LIMITATION OF LIABILITY

Except for liability resulting from willful misconduct or breach of confidentiality, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total amount paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages.

ENTIRE AGREEMENT

This Agreement, together with any attached or incorporated technical specifications and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Sign Now