Writing the Simple Work Authorization Agreement document
THIS WORK AUTHORIZATION AGREEMENT ("WA") is by and between Company Name, a State Insert type of company such as LLC, Corporation, etc. Company, and its affiliates ("Affiliates") and Company Name ("Customer") and is entered into as of the date signed below ("Effective Date"). Company Name will provide the Services in accordance with the agreement between Company Name and Customer.
The "Agreement" means this WA plus all applicable Service Agreements, Scopes of Work, Service Orders, or Service Level Agreements ("SLAs"), and any other documents that are expressly incorporated herein (collectively "Service Attachments"). Scopes of Work may also be initiated by phone or email, so long as there is bi-lateral agreement between Company Name and Customer. The term of the Agreement will commence on the Effective Date and will continue until the expiration of the last Service term, unless earlier terminated in accordance with the Agreement ("Term"). Services shall be provided on an hourly basis, which will be accounted for as services are performed.
All payments are due in full within 15 days after the invoice ("Due Date"). In addition to the Service charges, Customer shall also be responsible for any applicable third-party charges pre-approved by Customer. Any amount not received by the Due Date will be considered past due and subject to interest at the lesser of 1.5% per month or the highest rate permitted by applicable law. Company Name may, upon 15 days prior notice, modify the payment terms or require a deposit or other mutually acceptable form of security if Customer has repeatedly failed to pay its invoices by the Due Date or if there has been a material, adverse change in its financial condition.
Customer may terminate the Agreement upon 30 days notice in the event of a material breach of the Agreement by Company Name, if such breach is not cured within that period. Company Name may suspend Service or terminate the Agreement (a) upon 5 days notice in the event of any payment default, if such default is not cured within that period; or (b) upon 30 days notice in the event of any other material breach of the Agreement by Customer, if such breach is not cured within that period (unless a different notice period expressly set forth in the Agreement applies). If a Customer terminates an ordered Service prior to its delivery, pre-delivery cancellation fees will apply as set forth in the Service Schedule. If after the delivery of the Service, but prior to the conclusion of the applicable Service term, the Service or this Agreement is terminated either by Company Name for cause or by Customer for any other reason other than cause, then Customer shall be liable for (a) Service charges accrued but unpaid as of the termination date; and (b) any third party provider charges and any out-of-pocket expenses incurred by Company Name (e.g., cancellation charges or annual software licensing fees).
The parties agree that any cancellation fees and early termination charges set forth in this WA or in a Service Attachment constitute liquidated damages and are not intended as a penalty.
Disclaimer of Warranties
THE SERVICES AND ANY RELATED EQUIPMENT, SOFTWARE AND/OR OTHER MATERIALS PROVIDED BY Company Name IN CONNECTION WITH THE SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS OR ANY RESULTS TO BE ACHIEVED HEREFROM. Company Name MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPATABILITY OF SOFTWARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVED THEREFROM. THESE DISCLAIMERS SHALL NOT LIMIT CUSTOMER'S ABILITY TO SEEK THE REMEDIES PROVIDED IN ANY APPLICABLE SLA.
Limitation of Liability
NEITHER PARTY, NOR ITS AFFILIATES, CONTRACTORS, SUPPLIERS OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA, DAMAGES TO SOFTWARE OR FIRMWARE, OR COST OF PROCURING OR TRANSITIONING TO SUBSTITUTE SERVICES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, AND REGARDLESS OF WHETHER A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY; PROVIDED HOWEVER, THE FOREGOING SHALL NOT LIMIT EITHER PARTY'S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER. THE TOTAL AGGREGATE LIABILITY OF Company Name ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL NET PAYMENTS PAID BY CUSTOMER TO Company Name FOR THE AFFECTED SERVICE WHICH GIVES RISE TO SUCH LIABILITY IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE CLAIM ARISES. The undersigned parties have read and agreed to the terms and conditions set forth in this WA and any applicable Service Attachments.