Business Services Technology Template

BUSINESS SERVICES TECHNOLOGY AGREEMENT

Parties

Recitals

WHEREAS, Service Provider Name: is engaged in the business of providing technology, software development, consulting, and related managed services; and

WHEREAS, Client Name: desires to retain Service Provider to provide certain services pursuant to the terms and conditions set forth in this Agreement effective as of (Effective Date).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Service Provider will perform the services and deliverables described below. Service Provider shall provide qualified personnel, tools, and expertise necessary to complete the work in a professional and workmanlike manner consistent with industry standards.

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. Payment obligations survive termination to the extent they relate to services performed prior to termination.

Term and Termination

This Agreement commences on the Effective Date and shall continue in effect until the Term End Date unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period above following receipt of written notice describing the breach. Either party may terminate for insolvency or upon mutual written agreement.

Confidentiality

Each party (Receiving Party) shall keep confidential and not disclose to any third party any Confidential Information of the other party (Disclosing Party). "Confidential Information" means non-public business, technical, and financial information disclosed in connection with this Agreement. Confidential Information excludes information that: (a) is or becomes generally known through no act or omission of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is disclosed by a third party having no confidentiality obligation; or (d) is independently developed by the Receiving Party.

The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or request, Receiving Party shall return or destroy Confidential Information as directed by Disclosing Party, except to the extent retention is required by law.

Intellectual Property and Licensing

Unless otherwise expressly provided in a Statement of Work, Service Provider retains all rights, title and interest in and to pre-existing intellectual property, tools, and methodologies used to provide the Services. Client is granted a non-exclusive, non-transferable license to use deliverables solely for its internal business purposes upon full payment. Service Provider warrants that deliverables will not knowingly infringe third-party intellectual property rights and will, at its expense, defend Client against any third-party claim alleging such infringement.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed materially in accordance with the Scope of Work. EXCEPT FOR THE FOREGOING, ALL SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Data Security and Privacy

Service Provider shall implement commercially reasonable administrative, technical and physical safeguards to protect Client Data against unauthorized access, disclosure, alteration or destruction. In the event of a security incident materially affecting Client Data, Service Provider shall notify Client without undue delay and cooperate in mitigation and remediation efforts.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. The indemnifying party will assume control of the defense and settlement of any claim, provided that the indemnified party may participate in the defense with counsel at its own expense.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below without regard to conflicts of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If the parties cannot resolve a dispute within thirty (30) days, they may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

This Agreement, together with any statements of work, exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements. Amendments or modifications must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets. Notices shall be in writing and deemed given when delivered personally, sent by certified mail, or by overnight courier to the party's address provided above.

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