Business Mobility Solutions

BUSINESS MOBILITY SOLUTIONS AGREEMENT

This Business Mobility Solutions Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal business address: , and Service Provider Name: with principal business address: .

WHEREAS

WHEREAS, Client seeks to procure comprehensive mobility services to support workforce transportation, device management, and mobile application deployment consistent with Client's business objectives; and

WHEREAS, Service Provider possesses expertise, personnel, and systems to design, implement, and operate Business Mobility Solutions (including policy design, device procurement assistance, managed services, and analytics) and is willing to provide such services pursuant to the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services described herein.

1. SCOPE OF WORK

1.1 Services. Service Provider shall perform the services described in this Section and in any statement of work executed under this Agreement. Services may include, without limitation, mobility strategy development, device lifecycle management, mobile application deployment, security configuration, end-user support, and reporting.

2. PAYMENT TERMS

2.1 Fees. Client shall pay Service Provider the fees set forth below for the Services rendered under this Agreement.

2.2 Invoicing and Payment. Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed, payments are due within thirty (30) days of the invoice date. Client shall notify Service Provider in writing of any disputed invoiced amounts within fifteen (15) days of receipt; undisputed amounts remain due and payable.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and shall expire on End Date: unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within the notice period specified above. 3.3 Effect of Termination. Upon termination, Client shall pay for Services performed and reasonable, non-cancelable commitments incurred through the effective date of termination. Service Provider shall deliver work in progress to Client and take reasonable steps to mitigate further costs.

4. CONFIDENTIALITY

4.1 Definition. For purposes of this Agreement, Confidential Information means any non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer data, device inventories, security configurations, and support records.

4.2 Obligations. Receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

4.3 Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without breach of an obligation of confidentiality; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and assistance in obtaining protective relief.

5. INTELLECTUAL PROPERTY AND DATA

5.1 Ownership. Except as expressly provided, each party retains all right, title and interest in and to its preexisting intellectual property. Deliverables specifically created for Client under this Agreement will be owned by Client upon full payment, except that Service Provider retains ownership of its tools, methodologies, and preexisting components incorporated into such deliverables, for which Service Provider grants Client a non-exclusive, non-transferable license to use for its business operations.

5.2 Data. Client retains ownership of Client Data. Service Provider shall process Client Data only as directed by Client and shall implement appropriate administrative, physical and technical safeguards to protect Client Data in accordance with industry standards.

6. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

6.1 Mutual Representations. Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Service Provider Warranty. Service Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry practices. Client's sole and exclusive remedy, and Service Provider's entire liability for breach of this warranty, shall be re-performance of the nonconforming Services or, if Service Provider cannot cure, a refund of the fees paid for the deficient Services.

6.3 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event will either party be liable for consequential, incidental, special or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) month period preceding the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any disputes arising under this Agreement, subject to any agreed alternative dispute resolution.

8. ENTIRE AGREEMENT

This Agreement, together with any statements of work, exhibits, and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

9.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all assets. 9.2 Independent Contractors. The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, employment or agency relationship.

9.3 Notices. Notices required by this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement (or to such other address as a party may specify in writing) and will be deemed given when delivered personally, sent by certified mail, or by nationally recognized overnight courier.

EXECUTION

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

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