Business Services Datastax

BUSINESS SERVICES DATASTAX AGREEMENT

This Business Services Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires specialized business services for database architecture, optimization, and support related to Datastax products and associated technologies; and

WHEREAS, Service Provider represents that it possesses the experience, personnel, and technical capability to perform the services described in this Agreement and agrees to render such services under the terms set forth below; and

WHEREAS, the parties desire to set forth their agreement with respect to the provision, payment and confidentiality of those services.

SCOPE OF WORK

Service Provider shall provide professional services in accordance with the following scope. Any change in scope that materially alters fees or schedule shall be set forth in a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the performance of the Scope of Work.

All amounts are payable in United States Dollars unless otherwise agreed in writing. Payments not received within the time specified on the invoice shall accrue the Late Fee above and any collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence 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 for the notice period specified above after written notice. Termination for convenience by Client is permitted upon payment of all fees for services performed through the effective date of termination and any reasonably incurred wind-down costs.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by either party that is designated as confidential or that, under the circumstances of disclosure, reasonably ought to be treated as confidential.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) not to disclose it to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) not to use Confidential Information for any purpose other than performance under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party free of any obligation of confidentiality; or (iii) is independently developed without use of Confidential Information. Upon termination, the receiving party will return or destroy Confidential Information as requested by the disclosing party. These confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement solely for Client's internal business operations. Service Provider retains all rights, title and interest in any tools, templates, methodologies and pre-existing intellectual property used to perform the services.

LIMITATION OF LIABILITY

Each party's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the claim. Neither party shall be liable for incidental, special, consequential, punitive or exemplary damages, except for liability arising from gross negligence, willful misconduct, or breach of confidentiality.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any executed statements of work and change orders referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing.

The parties have executed this Agreement by their duly authorized representatives as of the dates set forth below.

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