Business Services M2M Agreement

Business Services M2M Agreement

Parties

Recitals

WHEREAS, Client Name: seeks to procure business-to-business machine-to-machine ("M2M") services to enable remote connectivity, monitoring and data exchange; and

WHEREAS, Provider Name: has represented that it has the experience, personnel and systems required to deliver such M2M services under the terms of this Agreement effective as of .

Scope of Work

Provider shall perform services as set forth below. The services shall include provisioning, configuration, connectivity management, monitoring, troubleshooting, and periodic reporting for M2M devices, together with any related professional services expressly agreed in writing.

Payment Terms

Client shall pay Provider the fees for services in accordance with this section. Fees are exclusive of applicable taxes unless otherwise stated.

Provider may suspend services if payment is not received within days after the due date, provided Provider delivers at least five (5) business days' written notice of suspension. Client remains liable for all fees accrued during any suspension.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for cause upon material breach if such breach remains uncured thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public business or technical information disclosed by one party to the other, whether written, oral or electronic, that is identified as confidential or that a reasonable person would consider confidential. Each party shall: (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses for its own similar information, but in no event less than reasonable care.

The confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property

Each party retains all right, title and interest in its preexisting intellectual property. Subject to Client's timely payment of fees, Provider grants Client a non-exclusive, non-transferable license to use Provider-supplied software and firmware solely to operate the Services for Client's internal business purposes. Work product specifically commissioned and paid for by Client shall be owned by Client only to the extent expressly stated in a written amendment signed by both parties.

Limitation of Liability

Except for each party's breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, punitive or special damages. Provider's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration administered in accordance with the chosen arbitration rules and held in the county specified by the governing law.

Entire Agreement; Amendment

This Agreement, including any exhibits or written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification of this Agreement 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 above or to such other address as a party may designate by written notice. Notice shall be effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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