Business Services Atlassian

BUSINESS SERVICES ATLASSIAN

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

WHEREAS

WHEREAS, Service Provider is duly qualified and experienced in providing consulting, configuration, administration, and integration services for Atlassian products and related business process services as set forth in this Agreement;

WHEREAS, Client desires to engage Service Provider to perform the services described in the Scope of Work and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend that the services be delivered in a professional manner consistent with industry standards and that confidential information exchanged in the course of performance be protected as provided below.

SCOPE OF WORK

Service Provider will provide business services related to Atlassian products, including but not limited to: system assessment, configuration, workflow design, plugin selection and installation, user training, migration support, and ongoing administrative support as further detailed below. Specific deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work field.

PAYMENT TERMS

In consideration for the services, Client shall pay Service Provider the fees set forth below. Fees are exclusive of applicable taxes unless otherwise stated. All payments shall be made in U.S. dollars unless the Parties agree otherwise in writing.

Service Provider may suspend performance if undisputed invoices remain unpaid after the stated payment period, provided Service Provider gives Client at least five (5) business days' prior written notice and an opportunity to cure.

TERM AND TERMINATION

This Agreement commences on Commencement Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least Notice Period (days): days prior to the intended termination date. Either Party may terminate for material breach if the breaching Party fails to cure the breach within Cure Period (days): days after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Limitation of Liability, and Governing Law shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "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, including business processes, configuration details, implementation plans, and access credentials. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but with no less than reasonable care. The receiving Party shall not use Confidential Information for any purpose other than performance under this Agreement and shall 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. Confidentiality obligations shall continue for Confidentiality Duration (years): years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Service Provider retains ownership of tools, methods, templates, and pre-existing intellectual property used to perform the services. Deliverables specifically developed for Client under this Agreement will be owned by Client upon full payment, subject to Service Provider's retained rights in pre-existing materials and third-party components. Client grants Service Provider a limited, revocable license to access Client systems and Atlassian instances solely to perform the services described herein.

Each Party shall comply with applicable data protection laws in handling personal data. Service Provider shall process personal data only in accordance with Client's documented instructions and for the purposes of performing the services under this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY RESULTING FROM A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THIS LIMITATION APPLIES TO ALL THEORIES OF LIABILITY, INCLUDING CONTRACT, TORT, AND STRICT LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The Parties expressly submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments 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, statements of work, and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES AND CONTACTS

ADDITIONAL ACKNOWLEDGMENTS

The Parties acknowledge that the performance of services may require elevated access to Client's Atlassian instances and related systems. Client authorizes such access subject to the minimum principle of privileges and the security measures described below. Service Provider will document any required credentials and return or destroy such credentials upon completion of services.

By signing below, each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

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