Business Services Agreement Spektrix

Business Services Agreement — Spektrix

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: and Client Name: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services and technical integration services related to ticketing, customer relationship management, and related systems, including configuration and support for Spektrix and related operational workflows;

WHEREAS, Client desires to engage Service Provider to provide the services described in this Agreement and Service Provider is willing to provide such services under the terms and conditions set forth herein;

WHEREAS, the parties intend for this Agreement to define the scope, compensation, confidentiality obligations, term, and remedies applicable to the services provided.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include configuration, customization, integration, data migration, testing, training, and ongoing support in connection with Client's Spektrix implementation as further specified in the Scope. Deliverables shall be accepted pursuant to the acceptance criteria set forth in this Agreement or as mutually agreed in writing.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below. All fees are exclusive of taxes unless otherwise stated.

Invoices submitted by Service Provider shall be due and payable by Client within the number of days set forth above from the date of invoice. Client shall notify Service Provider in writing of any disputed charges within five (5) business days of receipt of invoice; undisputed amounts shall remain due and payable.

Unpaid amounts shall accrue interest at the rate specified above, compounded monthly, or the highest rate permitted by applicable law, whichever is lower. Acceptance of late payments shall not waive any of Service Provider's rights under this Agreement.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate for convenience upon prior written notice as specified above. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means 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. Each party shall: (a) protect Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use Confidential Information of the other party for any purpose other than performing its obligations or exercising rights under this Agreement; and (c) not disclose Confidential Information of the other party to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt; (iii) is rightfully received from a third party without restriction on disclosure; or (iv) is independently developed without use of the disclosing party's Confidential Information. Either party may disclose Confidential Information as required by law, provided the disclosing party gives prompt notice to the other party to seek protective measures.

Intellectual Property and Deliverables

Subject to Client's payment of all fees due, Service Provider assigns to Client all right, title, and interest in and to the deliverables created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing tools, libraries, methodologies, and know-how. Where Service Provider incorporates third-party materials into deliverables, Service Provider shall obtain and grant the necessary licenses for Client's permitted use.

Independent Contractor; Limitation of Liability

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, the aggregate liability of each party for any claim arising under this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified above without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts of such jurisdiction for disputes arising out of this Agreement.

Entire Agreement

This Agreement, together with any exhibits, appendices, or statements of work executed by the 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. Any amendment or waiver of this Agreement must be in writing and signed by authorized representatives of both parties.

The parties represent and warrant that each has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder.

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