360 VIRTUAL TOURS AGREEMENT
This Virtual Tours Agreement (the “Agreement”) effective as of _______________(Effective Date) is entered into by and between ________________ with a business address at _______________(“Service Provider) and __________________ with an address of _______________(“Client”)
- DESCRIPTION OF SERVICES
Service Provider will provide Client the following services:
- The Service Provider will ______________
- The Service Provider will___________________
- FEES AND PAYMENT
Client agrees to pay Service Provider total fees of _______________ for the virtual tour services listed above. Such fees will be itemized in a separate invoice or order document provided to Customer.
All amounts payable by Client to Service Provider under this Agreement are exclusive of any sales, use, exercise, import or export, value-added or withholding tax, levy or similar governmental charge that may be legally assessed by any jurisdiction., whether based on the provision of services, or the payment of fees, provided, however, that Client shall have no liability for income or franchise taxes of Service Provider.
- NONEXCLUSIVITY
Client and Service Provider hereby acknowledge and agree that nothing contained herein is to establish an exclusive relationship between the Parties. The Service Provider shall be free to continue working for and taking on new clients, without regard to the Client. The Service Provider does not need Client approval for any such work.
- CLIENT LEGAL REQUIREMENTS
The Client’s sole and exclusive responsibility is to ensure all legal requirements for Client’s business are met. Such legal requirements include, but are not limited to, ensuring claims on advertising and graphics are true, accurate, and maybe legally stated, as well as ensuring all products are lawful. The Service Provider shall not be responsible for any legal, technical, or regulatory specifications.
- TERMINATION
The Parties may terminate this Agreement before the specified end date by giving notice in writing. Notice shall be given at least the following amount of time before termination:__________. Upon termination, all fees and reimbursements shall be paid and provided to the Service Provider as they have accrued up to termination date. Upon expiration or termination of this Agreement, or at any other time upon Client’s written request, Service Provider shall promptly after such expiration or termination:
Deliver to the Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for Service Provider’s use by the Client.
Deliver to the Client all tangible documents and materials containing, reflecting, incorporating, or based on the Client’s confidential or proprietary information, as discussed elsewhere in this Agreement.
Permanently erase all of the confidential or proprietary information from any of the Service Provider’s computer systems.
Certify in writing to the Client that Service Provider has complied with the requirements of this clause.
- CONFIDENTIAL AND PROPRIETARY INFORMATION
The Service Provider hereby acknowledges and agrees that Service Provider may receive confidential and/or proprietary information relating to the Client’s business. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans and/or technological resources. The confidential and/or proprietary information is significantly important to the Client’s business, and it has been developed or obtained over time, with significant resources. The Service Provider understands and agrees that any unintended disclosure of any of the confidential and/or proprietary information would be significantly detrimental to Client. As such, Service Provider agrees that they shall: Not disclose the confidential information by any means not authorized by the Client to any third parties, Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client, Not disclose the confidential information and/or proprietary information by any unauthorized means to any third parties for at least one year following the termination of this Agreement and not use the confidential information for any purpose except those expressly authorized by the Client.
- INTELLECTUAL PROPERTY
Service Provider agrees that all inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created or developed by Service Provider which are (a) used for the limited purposes outlined by the Agreement, (b) related to the Client’s actual business or research and development, or (c) developed, made or discovered by Service Provider’s duties for the Client, i.e., all of the Works created, shall be the property of the Client. Service Provider hereby assigns to the Client the exclusive right, title, and interest in and to the Works only for the limited purposes as outlined elsewhere in this Agreement, including all necessary copyrights, patents, trademarks, or other intellectual property rights relating to all Works.
- PORTFOLIO USE
Notwithstanding the preceding, Service Provider shall be permitted to use all Works in Service Provider’s professional portfolio, after such Works have been made public by the Client. Nothing contained herein shall limit Service Provider’s such right.
- INDEMNIFICATION
Service Provider and Client shall each defend, indemnify, and hold the other harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
- SURVIVAL
Any provision of this Agreement, which by its terms imposes continuing obligations on either of the Parties, shall survive termination of this Agreement.
- DISPUTE RESOLUTION
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties first attempt to resolve the dispute personally and in good faith. If the personal resolution fails, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Massachusetts.
- GOVERNING LAW
This Agreement shall be governed by and construed per Massachusetts’s internal laws without giving effect to any choice or conflict of law provision or rule.
- ENTIRE AGREEMENT
The Agreement embodies the entire Agreement between the Client and Service Provider relating to the subject matter hereof. This Agreement may be changed, modified or discharged only if agreed to in writing by both parties.
IN WITNESS WHEREOF, the Parties execute this Agreement as follows:
Client: Service Provider:
Name: _____________ Name: ___________________
Signature: ___________ Signature: _________________
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