XML Document Template

XML Document Template

This General Business Agreement (the Agreement) is entered into as of by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client requires the design, delivery and acceptance of an XML document template and associated schema and validation artifacts in accordance with the specifications set forth herein; and

WHEREAS, Service Provider represents that it has the technical capability and resources to design, develop and deliver the XML templates, XSD schemas, and related documentation; and

WHEREAS, the parties desire to set forth the terms and conditions governing the development, delivery, acceptance, licensing and payment for such XML document template deliverables.

SCOPE OF WORK

XML TECHNICAL SPECIFICATIONS

PAYMENT TERMS

Total Fee:

Late Payment Fee:

All payments are due within the agreed payment period after invoice. Amounts unpaid after the due date will accrue the Late Payment Fee above plus any reasonable collection costs incurred by the non-defaulting party.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party upon written notice and failure to cure within the Notice Period stated above. Termination shall not relieve Client of payment obligations for services performed or deliverables accepted prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public business, technical, product, pricing, customer, and other information disclosed by one party to the other party, whether disclosed orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use the Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates with efforts to obtain confidential treatment.

The confidentiality obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as permitted by applicable law.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use, reproduce and distribute the delivered XML templates and schema files for Client's internal business purposes. Service Provider retains all ownership rights in underlying pre-existing tools, libraries, templates and methodologies used to create deliverables.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the deliverables will materially conform to the specifications set forth in the Scope of Work for a period of thirty (30) days after acceptance. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE FEES PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR SIX (6) MONTHS.

ACCEPTANCE

Client shall have days following delivery to perform acceptance testing. Deliverables shall be deemed accepted if Client does not provide written notice of non-conformance within that period.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits and incorporated statements of work, 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. Any amendment or modification must be in a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses provided by the parties. If any provision is held unenforceable, the remainder shall remain in full force and effect. The parties acknowledge that remedies at law for a breach of confidentiality may be inadequate and that equitable relief may be sought in addition to any other remedies.

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