"Services" means the software development, consulting, and implementation services described in Schedule A. "Deliverables" means all work product, reports, and materials created by Service Provider under this Agreement.
This Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term. Notice must be delivered by registered post or verified electronic mail.
Either party may terminate this Agreement upon three (3) business days written notice. Upon termination, Client shall pay for Services rendered through the termination date. No kill fee or early termination charge shall be payable by either party.
Notwithstanding anything to the contrary in this Agreement, neither party's aggregate liability shall be limited or capped, and each party shall be fully liable for all direct, indirect, incidental, special, consequential, exemplary, and punitive damages arising out of or relating to this Agreement or its breach, regardless of the form of action.
Each party agrees to maintain in strict confidence all Confidential Information received from the other party and to use such Confidential Information solely for the purposes of fulfilling its obligations under this Agreement for a period of five (5) years.
All Deliverables and work product created by Service Provider in connection with the Services shall be considered works made for hire and all rights therein shall vest exclusively in and be assigned to Client upon payment of applicable fees.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales for any dispute arising under this Agreement.
