This SERVICE CONTRACT (this “Agreement” or this “Service Contract”), effective as of Wed 28 July 2021, is made and entered into by and between , a company organised and existing in [STATE], with offices located at (hereinafter the “Customer”), and Company Name, a [STATE] company, with a registered address located at [ADDRESS] (hereinafter the “Contractor”).

Whereas, Contractor and Customer desire to enter into a relationship in which Contractor will provide [DESCRIPTION OF SERVICES].

Now, therefore, in consideration of the premises, and of the mutual promises and undertakings herein contained, the parties, intending to be legally bound, do hereby agree as follows:

The following terms shall have the following meanings for the purposes of this Agreement:

a. "Services" refers to all of the services listed in the Statement of Work (as defined below).

b. “Deliverables” means any tangible property, including software media, supplied to Customer as defined in the Statement of Work under this Service Contract.

c. “Project” refers to the set of Services and Deliverables that will be performed in accordance with this Agreement.

Contractor shall perform and deliver the Project in accordance with the Statement of Work published in connection with this Agreement and subject to its terms and limitations.

Contractor's work will be detailed in the Statement of Work (attached hereto as Attachment A), which will be drafted under the terms and conditions of this Agreement. The Statement of Work must include the following information: I a description of the services and deliverables, (ii) a delivery timeline, and (iii) a price and payment schedule.

The period of this Agreement will begin on [DATE] and will end when one of the parties terminates it in writing, or as specified in Section 11 below.

a. VALUE FOR MONEY. As specified in the applicable Statement of Work, projects will be completed on a firm-fixed-price or time and materials basis. Outside of the Statement of Work, any extra or unscheduled Services or Deliverables to be delivered by Contractor must be mutually agreed upon in writing signed by both parties hereto and referencing this Agreement.

b. All taxes (excluding taxes on Contractor's income), tariffs, and any other comparable costs imposed on or linked to the Services or Deliverables, or their delivery or usage, are not included in the Project Price, and Customer is responsible for them.

c. SCHEDULE OF PAYMENT Invoices will be sent to the customer according to the billing/payment schedule outlined in the applicable Statement of Work. The Services or Deliverables offered will be described in detail on the invoices. Within [NUMBER] days of the Contractor's invoice date, invoices are due and payable. Interest at the yearly rate of 1-1/2 percent per month or the highest legal rate, whichever is lower, maybe levied on all balances outstanding after [NUMBER] days. If an invoice is not paid when it is due, the Contractor may suspend the provision of Services and/or Deliverables until the situation is resolved.

d. INTEREST IN TITLE AND SECURITY Until the Project Price is paid, the Contractor has a purchase money security interest in each Deliverable. Customer agrees to sign any documentation required to preserve Contractor's security interest in all Deliverables, upon request.

Customer shall have exclusive unlimited ownership rights to all deliverables generated under this Agreement, with the exception of commercial off-the-shelf type items for which the licence is contained in the applicable Statement of Work. Except as otherwise provided herein, all of the foregoing shall be deemed to be work for hire and shall belong to Customer, with Customer having sole authority to obtain, hold, and renew patents, copyrights, registrations, or other relevant protection in its own name or for its own profit.

Customer acknowledges that Contractor uses or may develop (Contractor proprietary items) methods, concepts, code sequences, format, sequence structure, organisation, menu command hierarchy, templates, masks, user interface, techniques, programme organisation, database structuring techniques, and the like. It is understood that these Contractor proprietary items will remain the Contractor's sole and exclusive property. Customer is granted a perpetual, non-exclusive, paid-up licence to utilise Contractor proprietary items if the following conditions are met:

1. Customer may only utilise Contractor proprietary items in connection with the products purchased under this agreement and for the purpose for which they were purchased.
2. Without Contractor's prior written authorisation, Customer may not transfer, sell, or otherwise dispose of any Contractor proprietary items.
3. Customer has no title or ownership rights in any of the Contractor's proprietary items or related intellectual property under this licence.
4. Customer agrees to maintain software source code strictly secret in accordance with Section 13 below if software source code is given to Customer under this agreement. If software object code is supplied, Customer will not copy or modify it, nor will it be subjected to any procedure that aims to generate computer source code from Contractor proprietary products.
5. Customer agrees to keep or reproduce any copyright notices and other proprietary legends, as well as all Contractor or third-party trademarks or service marks, on all copies of any Contractor proprietary material.
6. The licence granted herein is not assignable or transferrable by the customer.
7. A separate licencing agreement will be arranged and will become part of the appropriate Statement of Work if Customer orders any commercial off-the-shelf type products.
8. Customer provides Contractor a perpetual non-exclusive, fully paid-up licence to use all elements of the deliverables generated by Contractor during the performance of this Agreement, excluding any content or materials given by Customer.

Customer will be assumed to have accepted the Deliverables, if any, once the following acceptance test has been completed:

1. Customer should test the Deliverables as soon as possible after receipt of said Deliverables to ensure that they perform in compliance with the documentation or other standards applicable to them as set forth in the Statement of Work.
2. Customer must either submit written acceptance of the Deliverables to Contractor as soon as possible, or provide Contractor with a specific written declaration of nonconformities that must be remedied prior to Customer's acceptance of the Deliverables. Contractor will redeliver rectified Deliverables to Customer within a reasonable time after receipt of any statement of nonconformities, unless the parties agree otherwise in writing.
3. Customer shall promptly begin a fresh acceptance test following the redelivery of revised Deliverables. Any such documented disclosure of nonconformities must include enough information to allow the Contractor to correct the failure to meet the Completion Criteria. If Customer fails to provide a written acceptance or a written statement of nonconformities within five (5) days of receiving said Deliverables or such other mutually acceptable period as defined in the applicable Statement of Work, or within five (5) days of receiving said corrected Deliverables or such other mutually acceptable period, the Deliverables shall be deemed immediately a failure.

1. For a period of [NUMBER] days after final delivery, the contractor warrants deliverable functionality essentially as described in the Statement of Work.
2. Contractor warrants that he or she has the legal right to transfer title to Customer in respect of any Deliverable assigned by Contractor to Customer.
3. Contractor also declares that, to the best of its knowledge, the Deliverables do not infringe on any third-party intellectual property rights.
4. Customer's single and exclusive remedy, and Contractor's sole responsibility, for violation of the warranty herein will be to fix any serious errors in the supply of Services, or to replace or repair Deliverables that do not conform to the warranty, at Contractor's discretion. To exercise this remedy, Customer must notify Contractor in writing of the nonconformity during the warranty period, and Contractor must decide that the nonconformity was not caused by any of the causes listed below. Contractor shall have unrestricted access to deliverables for the purpose of making adjustments, and Customer should notify Contractor promptly of any changes in the placement of Deliverables during the warranty period. If this solution is found to have failed to achieve its intended result, Contractor's entire liability shall be limited to reimbursing Customer for the nonconforming Deliverables. Contractor's remedy for breach of warranty does not include the following, which Contractor may offer at his or her exclusive discretion at Contractor's then-current time and materials rates:

1. Repair of damage to Deliverables caused by Customer during unpacking.
2. Repair of damage caused by events beyond Contractor’s reasonable control.
3. Repair of damage caused by Customer’s improper installation, relocation, or rearrangement of Deliverables.

Except for the warranties stated in this Section, Contractor DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND DELIVERABLES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND. The Contractor explicitly disclaims any warranty that Deliverables that are software will operate without interruption or error, or that Deliverables will work on any system or with any software other than the system on which the Contractor tested such Deliverables. Any third-party software development tools are not covered by the contractor's warranty. The contractor clearly disclaims any and all technical or subject matter material of the courseware or software that is based on the Customer's knowledge or direction.

Contractor's total responsibility to Customer will be limited to the lesser of Customer's actual damages or the Project price paid to Contractor for those Services and Deliverables in a Project that are the subject of Customer's claim, regardless of the cause. In no event will either party be liable for SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, including but not limited to lost profits, revenues, data, or power, damage to or loss of use of products, property damage, or third-party claims, including personal injury or death, resulting from the provision of Services or use of Deliverables.

It's time to make a claim. Customer waives any statute of limitations that may apply by operation of law or otherwise, and all claims against Contractor must be filed within one (1) year of the occurrence of the cause of action.

Customer shall defend, indemnify, and hold Contractor harmless against any action or suit brought for any loss, damage, expense, or liability resulting from an infringement of any patent, trademark, copyright, or trade secret based on the normal and intended use of the Deliverables furnished to Contractor hereunder, at Customer's own expense. If any of the Deliverables provided to Contractor hereunder are found to be infringing on a patent, trademark, copyright, or trade secret, Customer must deliver non-infringing material, modify the material to make it non-infringing, or obtain for Contractor the right to continue using Customer's infringing material, at Customer's option and expense.

Customer agrees to indemnify and keep Contractor harmless from any and all claims, liabilities, demands, damages, or expenditures (including lawyers' fees and expenses) resulting from or related to Customer's use of the Deliverables.

Neither party shall be liable for any delay or failure to perform under this Agreement resulting from causes beyond its reasonable control, including but not limited to failure of the other party, acts of state or governmental authorities, acts of terrorism, natural disasters, fire, storm, flood, earthquake, riot, insurrection, or any other cause beyond its reasonable control. In the event of a delay, the delivery or completion date will be extended by a reasonable amount of time to compensate for the effect of the delay.

The project comes to an end. Customer reserves the right to cancel a Project in its entirety or in part by giving Contractor [NUMBER] days written notice. If Customer terminates the Project before it is completed, Contractor will utilise its best efforts to complete or transfer the Project as soon as feasible, as directed by Customer. After receiving such notice of termination from Customer, Contractor shall not conduct more work, incur additional expenses, or engage into other commitments with respect to the Project, unless the parties have mutually agreed otherwise. Contractor is entitled to remuneration in the event that a Project is terminated as mentioned as follows:

1. All payments due and owing under this Agreement for work done and in progress at the time the Contractor receives written notification of termination;
2. Contractor will be reimbursed for any non-cancelable services and commitments engaged into in conjunction with the Project's termination, providing Contractor furnishes Customer with documentation of work completed or expenses incurred.

The termination of the Project will have no effect on any party's responsibilities under any other ongoing Projects, and all non-terminating parties' rights and duties under the Agreement will remain in full force and effect.

If any party fails to comply with any of its responsibilities under this Agreement in a material way, the other party may give notice to the defaulting party, compelling it to cure the default. If the default is not remedied within [#] days of receipt of such notice, the notifying party may terminate this Agreement by issuing notice of termination, which shall take effect immediately. The right of any party to terminate this Service Contract as set forth above is unaffected in any way by its waiver of, or failure to act upon, any previous default.

Contractor and Customer will agree to one of the following remedies if Customer's actions or inability to act cause Contractor to delay or suspend provision of Services:

1. Customer shall continue to make all regular payments, and Contractor will take reasonable endeavours to continue performance as soon as possible under the circumstances; or
2. Customer will pay any additional costs, if any, if Contractor re-assigns workers to prolong Contractor's work schedule without liability.

Regardless of the foregoing, Contractor retains the right to bill Customer for any work completed prior to the suspension.

Contractor and Customer acknowledge that information of a confidential nature may be exchanged between the parties during the performance of a Project. Such information shall be deemed secret information (“Confidential Information”), excluding the Deliverables and any other information incident to the Deliverables that a party could reasonably expect to be supplied to the other party as specified hereunder.

Neither party has the right to disclose the other's Confidential Information to any third party, in whole or in part, and neither party will use the other's Confidential Information for its own or a third party's benefit or in any way use it other than for the purposes of performing this Agreement without the disclosing party's prior written consent. Each party promises to take all reasonable means to protect the Confidential Information of the other from unauthorised use and/or disclosure.

The parties undertake not to replicate or change any Confidential Information, in whole or in part, without the other party's prior written authorisation. Neither party is accountable to the other for the disclosure of Confidential Information if the Confidential Information: (a) was lawfully in the receiving party's possession prior to signing this Agreement; or (b) becomes generally known to the public through no fault of the receiving party; or (c) is subject to relevant United States laws or a valid court order mandating disclosure of such Confidential Information.

It will be presumed in any court procedure that the Confidential Information in question is protectable trade secret of the disclosing party, and the receiving party will have the burden of establishing that the Confidential Information was publicly or rightfully known or disclosed.

Customer's name or a mark identifying Customer as a Contractor client may be used on Contractor's website and/or marketing materials. Contractor may issue a press release relating to any award under this Agreement that includes Customer's name. Except as set forth in this section, neither party will use the other party's name or marks, refer to or identify the other party for any other reason without the prior consent of the other party. Neither party may withhold or postpone any approval necessary under this Section in an unreasonable manner.

Contractor may subcontract work under a Statement of Work at its discretion, but doing so will not impact Contractor's obligations under the applicable Statement of Work. Furthermore, as with work performed by its own personnel, Contractor is completely responsible for work performed by its subcontractors within the scope of the applicable Statement of Work. Contractor shall have written agreements with its subcontractors that include, at a minimum, clauses similar to or identical to the portions of this Agreement relating to ownership rights and confidentiality of Customer's materials.

a. This Service Contract shall be construed in accordance with the laws of the State of [STATE] and shall be deemed to have been made, executed, and delivered in the State of [STATE].

b. NOTICES. Any notices required to be made under this Agreement must be submitted to the attention of the other party by certified mail, express overnight delivery, or telecopy to the addresses listed above.

c. ASSIGNMENT AND SEVERABILITY The invalidity or unenforceability of any provision of this Agreement, in whole or in part, has no bearing on the remainder of the provisions. Customer may not assign this Agreement without the agreement of the Contractor.

d. ENTIRE CONTRACT. This Agreement, along with any other materials referenced in or expressly made a part of it, is the final and whole agreement between Contractor and Customer, superseding all prior and contemporaneous agreements, oral or written.

e. COUNTERPARTS. Facsimile signatures are as effective as original signings, according to the parties. This Agreement may be entered in any number of counterparts by facsimile, all of which will be considered one and the same agreement.

In Witness Whereof, the parties' properly authorised representatives have duly completed this Agreement as follows:

This STATEMENT OF WORK (this "Statement of Work") is made by and between [CUSTOMER NAME] and [CONTRACTOR NAME] in accordance with the Service Contract signed by the parties on [DATE].

Description of Services and Deliverables

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Schedule for Deliverables

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Price and Payment Schedule

The set fee does not include travel expenditures, which will be paid at actual cost. Other direct costs, such as [DESCRIPTION OF OTHER DIRECT Fees], are not covered by the set price and will be invoiced at actual cost plus administrative costs. The above fixed price does not include sales or use tax, which will be billed as a separate item if applicable.

Invoices shall be mailed to the following address: