1. Scope of Services: Provider agrees to provide Client with access to and use of its tax software as described in Exhibit A, attached hereto (the “Software”). The Software shall be used solely for Client’s internal business purposes related to tax preparation and compliance.
2. License Grant: Provider grants Client a non-exclusive, non-transferable license to use the Software during the Term (as defined in Section 3) of this Agreement. This license is limited to the number of users and usage restrictions set forth in Exhibit A.
3. Term and Termination: This Agreement shall commence on the Effective Date and continue for the term specified in Exhibit A (the “Term”). Either Party may terminate this Agreement with written notice to the other Party in the event of a material breach by the other Party. Upon termination, Client shall immediately cease all use of the Software, and any outstanding fees shall become immediately due and payable.
4. Fees and Payment: Client agrees to pay Provider the fees for the Software as specified in Exhibit A. Fees are due [Specify Payment Terms, e.g., “monthly,” “quarterly,” “annually”] in advance. Late payments may result in the suspension of access to the Software.
5. Support and Maintenance: Provider shall provide Client with technical support and updates for the Software as described in Exhibit A during the Term. Additional support or maintenance services may be available for an additional fee.
6. Confidentiality: Both Parties agree to keep confidential all information, including but not limited to proprietary information, trade secrets, and customer data, obtained during the course of this Agreement. This obligation shall survive the termination of this Agreement.
7. Limitation of Liability: Provider’s liability for any claims arising out of or related to this Agreement or the Software shall be limited to the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the date on which the claim arose.
8. Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction]. Any disputes arising under or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of [Arbitration Organization]. The place of arbitration shall be [Arbitration Location].
9. Entire Agreement: This Agreement, including any attached exhibits, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and communications, whether oral or written, with respect to the subject matter hereof.