THIS AGREEMENT is made on the …………..day of……….20……., by the Company of _________________________address and the Contractor of ____________________address (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
Commencement and duration: This agreement shall be valid from ____________until ______________.
Services: Company has developed a smart device application, hereinafter “Application” that will be contracted based on the number of user licenses purchased on an annual basis. The data created between any subscribers and the Company will be exclusively owned by the subscribers and the Company.
All intellectual property and associated rights owned by the Company shall be the Company’s absolute and exclusive property. The Company may apply for patent, copyright or other intellectual property protection in the Company’s name or, where such procedure is proper, in any other name, anywhere in the world.
Without limiting the generality of the foregoing, the Company shall own the data in the Application.
Mutual Representations and Warranties: Both Parties represent and warrant that each Party has capacity and authority to execute and deliver this Agreement and to perform their obligations herein. Parties also acknowledge that they have been provided with the opportunity to negotiate this agreement, to seek legal counsel before signing this agreement and they have entered into this agreement freely and voluntarily.
Non-assignment: Neither Party shall transfer or assign this agreement without the other Party’s consent which consent shall not be unreasonably withheld or delayed.
Indemnification: A Party shall indemnify the other Party from and against all claim, loss, and damage caused by them in connection with this Contract. In the event the claim, loss, or damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each Party in proportion to their degree of contribution to the claim, loss, or damage.
Confidentiality: All non-public, confidential or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party. Without limiting the generality of the foregoing, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the other Party.
Further Assurances: Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
Force Majeure: For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.
Either Party may terminate this Agreement at any time upon giving the other Party no less than ________ days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred.
The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
Dispute resolution: Parties agree to settle disputes under this agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation
Court Costs and Attorneys’ Fees: In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.
This Agreement may be amended only by the written consent of the Parties hereto.
If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
This Agreement shall be governed in all respects by the laws of the State of _____________, without regard to its conflict of law provisions.
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.
Signed by the duly authorized representative of the COMPANY Signature: Name: Designation: Date:…………………………………………………..
Signed by the CONTRACTOR
Signature: Name: Date:………………………………………………….
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