Invoices and Disputed Payments

Provider shall submit itemized invoices to Customer, and payments will be due within 30 days of Provider’s transmission of the invoice. For payments past due, Customer shall pay Provider interest at lesser of __% per month or the highest rate available under applicable law, due on the due date of the next invoice. • • • Payments […]

Sales Taxes and Similar Duties

Amounts due under this Agreement are payable to Provider without deduction for any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”). Except as forbidden […]

Distributors’ and Resellers’ Payments

Distributor shall pay Provider a royalty of __ % of gross revenues actually received from End Customers; provided such royalty will not fall below $___ per copy of the Software distributed, regardless of the revenues collected by Distributor, including without limitation if Distributor collects no revenues. On the ______ business day of each calendar quarter, […]

Customers’ Fees

Customer shall pay Provider a fee of $___________ (the “License Fee”) by 15th day of each calendar month for its rights to the Software during the following calendar month, granted in Section __ (License). • • • Customer shall pay Provider $_______ (the “Subscription Fee”) for each Subscription Period. No new Subscription Period will go into effect unless such […]

Staff Ownership Transfers

Provider shall require that all its employees and contractors in any way involved in creating the Deliverables execute agreements with Customer in the form attached hereto as Attachment __ (Staff Transfer). Provider shall reasonably cooperate with Customer in assuring such employees’ and contractors’ compliance with the terms of Attachment __. • • • Provider shall ensure that […]

Ownership of IP Rights in Work Product: Broad Transfer

(a) Reporting of Inventions. Provider shall promptly disclose to Customer all computer software programs, other works of authorship, formulas, processes, compositions of matter, databases, mask works, improvements, logos, symbols, designs, and inventions that Provider makes, conceives, reduces to practice, or creates, either alone or jointly with others, during the period of the Provider’s engagement with Customer (collectively, […]

Ownership of IP Rights in Deliverables: Limited Transfer

Effective upon full payment pursuant to Section __ (Fees), and subject to Subsection __(a) below (Independent Assets), Provider hereby assigns to Customer all Provider’s ownership, right, title, and interest in and to any and all copyrights in Deliverables. (a) Independent Assets. The assignment in the preceding sentence does not include any component of the Deliverables created […]

Change Order Procedures

The parties may agree to modify the Services through a written change order specifically referencing both this Agreement and the applicable Statement of Work. Such change order will become part of the applicable Statement of Work when executed by both parties, and the services described therein will become part of the Services. • • • Customer may […]

Statement of Work Form

STATEMENT OF WORK NUMBER ____To Technology Services Agreement Project Title: __________________________________ This Statement of Work Number __ (this “SoW”) is entered into pursuant to the ______________ [date] Master Services Agreement (the “Agreement”) by and between ___________ (“Provider”) and _____________ (“Customer”). This SoW is incorporated into the Agreement. In case of a conflict with this SoW, […]

Statement of Work Procedures

Provider shall provide such services (“Services”) as are required by any statement of work in the form attached hereto as Attachment A (Statement of Work Form), executed by each party (each a “Statement of Work” or “SoW”). Upon execution, a Statement of Work will become part of this Agreement.