EXHIBIT 10.15
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Date Prepared:___________________
DOCUMENT SCIENCES CORPORATION
PROFESSIONAL SERVICES AGREEMENT
This Agreement for Professional Services ("the Agreement") is made and entered
into between ("Client") at (address) and Document Sciences Corporation,
("Document Sciences") at 0000 Xxxxx xxx Xxxx, Xxxxxxxx, XX 00000.
1. SERVICES
Document Sciences shall perform the Services specified in initial or subsequent
Schedule A(s), the Statement of Work and Fee Schedule(s), and any Addendums
thereto, if any, attached hereto and made a part of this Agreement.
2. TERM
This Agreement shall become effective on the date Document Sciences accepts it
and shall remain in full force and effect until terminated as provided in
Paragraph 7 of this Agreement.
3. CONSIDERATION
As consideration for Document Sciences' performance of the Services, Client
shall pay the fee listed in the attached Schedule A(s), payable in accordance
with the payment schedule on said attached schedule.
4. INVOICES
a. Document Sciences will submit itemized invoices to Client for the Services
performed in accordance with the provisions of Schedule A(s).
b. All invoices are due and payable within thirty days from date of receipt of
invoice. Amounts not paid when due shall bear interest at the rate of 1% per
month (12% per annum) until the overdue amount plus interest is paid in
full.
5. CONFIDENTIAL INFORMATION
a. Document Sciences and Client acknowledge that from time to time, certain
information may be communicated by either party to the other to enable
effective performance of the Services. Both parties shall treat all such
information as confidential, whether or not so identified, and shall not
disclose any part thereof without the prior written consent of the
disclosing party. Both parties shall limit the use and circulation of such
information, even within its own organization, to the extent necessary to
perform the Services. The foregoing obligation of this Paragraph 5, however,
shall not apply to any part of the information that: (i) has been disclosed
in publicly available sources of information; (ii) is, through no fault of
either party, hereafter disclosed in publicly available sources of
information; (iii) is now in the possession of the other party without any
obligation of confidentiality; or (iv) has been or is hereafter rightfully
disclosed to the other party by a third party, but only to the extent that
the use or disclosure thereof has been or is rightfully authorized by that
third party.
b. Both parties agree not to disclose any reports, recommendations, conclusions
or other results of the Services or the existence or the subject matter of
this contract without prior written consent of the other party.
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6. LIMITATION OF LIABILITY
IN NO EVENT SHALL DOCUMENT SCIENCES BE LIABLE TO CLIENT FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR
RELATING TO THIS AGREEMENT. IN ADDITION, DOCUMENT SCIENCES' LIABILITY TO CLIENT
FOR DIRECT DAMAGES SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF MONEY ACTUALLY
PAID BY CLIENT TO DOCUMENT SCIENCES UNDER THIS AGREEMENT.
7. TERMINATION
a. Either party may terminate this Agreement for convenience upon thirty (30)
days prior written notice. If Client terminates this Agreement for
convenience, Document Sciences shall be entitled to compensation for
unbilled hours worked in performing the Services up to the date of written
notification of termination. Such hours will be billed at an hourly rate of
$200.00 per hour, plus unbilled expenses of winding up the project.
b. In the event that either party fails to perform any obligation hereunder and
fails to cure such non-performance within thirty (30) days following written
notification of such non-performance, then the party failing to perform the
obligation shall be in default hereunder and the other party may elect to
terminate this Agreement as set forth in this section.
c. In the event the defaulting party under Paragraph 7.b is the Client,
Document Sciences may elect to immediately terminate this Agreement by
giving written notice to Client. In such event Document Sciences shall have
the right to retain all sums previously paid by Client.
d. In the event the defaulting party under Paragraph 7.b is Document Sciences,
Client may elect to withhold any payment then due or to become due under
this Agreement until the default is cured and/or to immediately terminate
this Agreement, without further liability, by giving written notice to
Document Sciences.
8. ASSIGNMENT
This Agreement is not assignable by either party hereto, and any attempt by
either party to assign this Agreement or any rights, duties or obligations
arising hereunder shall be void and of no effect.
9. MISCELLANEOUS
a. No delay or failure of either party to exercise any right or remedy will
operate as a waiver of such right or remedy.
b. This Agreement shall be construed in accordance with and be governed by the
laws of the State of California.
c. Any notice given under this Agreement shall be in writing and sent by
prepaid registered mail or certified airmail, or commercial courier service,
return receipt requested. All such notices shall be deemed to have been
given when received, addressed in the manner indicated below or at such
other addresses as the parties may from time to time notify each other of.
Notice to Customer: Notice to Document Sciences:
___________________________
___________________________ Document Sciences Corporation
___________________________ 0000 Xxxxx xxx Xxxx
___________________________ Xxxxxxxx, XX 00000
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d. This Agreement is the entire agreement between Client and Document Sciences
pertaining to the Services and supersedes all proposals or prior and
contemporaneous agreements or understandings of Client and Document Sciences
regarding the Services. CLIENT AGREES THAT ANY TERMS AND CONDITIONS
CONTAINED IN ANY CLIENT PURCHASE ORDER OR OTHER ORDERING DOCUMENT SHALL HAVE
NO BINDING EFFECT ON DOCUMENT SCIENCES AND WILL NOT MODIFY THIS AGREEMENT IN
ANY WAY. Modification of this Agreement shall not be valid unless in writing
and signed by duly authorized representatives of both parties.
e. This Agreement may be executed in two or more counterparts, each of which
when so executed and delivered, shall constitute a single agreement.
f. If any provision of this Agreement is held invalid, such invalidity shall
not affect the validity or enforceability of the other provisions of this
Agreement or of the Agreement as a whole.
g. Document Sciences reserves the right of approval over any travel related
arrangements including but not limited to flight times, accommodations, car
rental, etc. in conjunction with the contracted consulting.
h. The headings and titles of the Articles and Sections of this Agreement are
inserted for convenience only and shall not affect the construction or
interpretation of any provision.
10. CHANGE CONTROL
In the event that Client desires modifications to the Services as defined in the
Schedule A(s), such requests for modification must be submitted in writing and
may, at the sole discretion of Document Sciences, require renegotiation of the
Fee and Services.
THE INDIVIDUAL SIGNING BELOW WARRANTS HE/SHE IS AN AUTHORIZED REPRESENTATIVE OF
CLIENT. THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY CLIENT AND
ACCEPTED BY AN AUTHORIZED HEADQUARTERS REPRESENTATIVE OF DOCUMENT SCIENCES
CORPORATION.
Executed: Accepted:
DOCUMENT SCIENCES CORPORATION
Signature: _______________________ Signature: _______________________
Printed Name: ____________________ Printed Name: ____________________
Title: ___________________________ Title: ___________________________
Date: ____________________________ Date: ____________________________
