- Definitions
Wherever used in this Agreement or a statement of work (“SOW”), as the case may be, the following words and terms shall have the meanings set out below:
“Software” refers to HD SYNC provided by Harris Digital.
“Support Services” refers to technical support and maintenance provided under this Agreement.
“Customization” refers to additional work beyond standard deployment requested by the Lessee.
“Confidential Information” means all non-public information disclosed by either Party.
- Lease Terms
Monthly Fees: [Variable]
Billing Frequency: Monthly, in advance
Payment Terms: Due within 30 days of the invoice date
Effective Date: [Variable]
Harris Digital will retain full ownership of the Software. The monthly fee reflects service-related costs and license fee is included. Fees are non-refundable.
- Term and Termination
This Agreement shall commence on the Effective Date and, unless terminated earlier as provided herein, shall continue in effect for twelve (12) months from the Effective Date, and will automatically renew for additional successive twelve (12) month terms unless either party provides a written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term
The Lessee may cancel this Agreement early by providing 60 days’ written notice and paying to Harris Digital a fee equal to (2) months of service fees. Either party may terminate in the event of material breach of the other party effective immediately upon written notice to the breaching party. Upon termination, the Lessee shall return or delete all Confidential Information, and fees shall remain payable through the notice period.
- Ownership and Restrictions
Harris Digital shall at all times be considered the owner of all software methodologies, development tools, software programs, routines, user-interface conventions, document templates, workflow models, pricing models, staffing models and content which Harris Digital developed or used prior to, or in the performance of this Agreement, and shall retain all patent, copyright, trademark, trade secret and other intellectual property rights therein. In consideration of, and effective upon, Harris Digital’s receipt of all undisputed payments required by this Agreement, Harris Digital hereby grants Lessee a non-exclusive, non-transferable license, without the right to sublicense, to use, copy, operate and process the Software solely for the purposes contemplated by this Agreement. Harris Digital shall have the right to seek, in addition to monetary damages, injunctive relief prohibiting Lessee from using the Software in a manner inconsistent with this Agreement, including, without limitation, any sale or sublicense of the Software or its underlying code. Harris Digital may reuse general features, infrastructure, or learnings for future projects, provided no Lessee-specific confidential data is disclosed.
- Support and Maintenance
Harris Digital will provide reasonable technical support to ensure the Software functions as expected. Planned maintenance may be scheduled outside normal business hours with reasonable advanced notice to The Lessee. Enhancements and updates are at the discretion of Harris Digital unless otherwise agreed in writing.
- Customization Services
Post-deployment customization requests shall be billed at $170 per hour, unless agreed otherwise in writing. This includes, but is not limited to, data mapping changes, feature additions, workflow adjustments, and integration with additional systems. All work shall be scoped, quoted, and approved in writing. Intellectual property rights in customizations shall remain with Harris Digital, except for client-specific configurations, which belong to the Lessee.
- Confidentiality and Data Protection
Each Party agrees to maintain the confidentiality of the other Party’s Confidential Information. The Lessee is responsible for ensuring their own compliance with data regulations. Harris Digitals liability is limited to reasonable industry-standard safeguards. The Lessee retains ownership of its data. Harris Digital shall process such data in accordance with applicable data protection laws, including GDPR where applicable.
- Warranties and Disclaimers
Harris Digital warrants that the Software shall substantially conform to its documentation. Harris Digital disclaims all other warranties, including implied warranties of merchantability or fitness for a particular purpose. The Software is provided ‘as is,’ and uninterrupted or error-free operation is not guaranteed. This agreement does not include guarantee against third-party software failures. Harris Digital is not responsible for indirect business losses due to downtime.
- Indemnification
Harris Digital shall indemnify the Lessee against claims that the Software infringes third-party intellectual property rights. The Lessee shall indemnify Harris Digital against claims arising from misuse or unlawful use of the Software.
- Limitation of Liability
Except for liability arising from willful misconduct or gross negligence, each Party’s liability under this Agreement shall not exceed the total fees paid by the Lessee in the preceding 6 months. Neither Party shall be liable for indirect, incidental, or consequential damages, including loss of data, profits or business interruption.
- Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of Connecticut. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve such dispute through good faith negotiations within 90 days of written notice. If the parties cannot reach a resolution through negotiation, they shall proceed to mediation conducted by a neutral mediator affiliated with the American Arbitration Association under its Commercial Arbitration Rules. The costs of mediation shall be shared equally by the parties, unless otherwise agreed upon. All information exchanged during the dispute resolution process shall be treated as confidential, except as required by law. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
- Force Majeure Clause
Neither Party shall be liable for any default or delay in the performance of its obligations under this Agreement (other than payment obligations) if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature, epidemics, pandemics, quarantine restrictions, acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party (each a “Force Majeure Event”). The affected Party shall promptly notify the other Party of the occurrence of a Force Majeure Event and take all reasonable steps to minimize the disruption and resume performance. If a Force Majeure Event continues for more than 90 consecutive days, either Party may terminate this Agreement upon written notice to the other Party.
- Counterparts
This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same agreement. This Agreement may be executed and/or delivered by electronic mail or facsimile. Signatures and documents delivered by electronic mail or facsimile transmission shall be deemed to be original signatures and documents.