Business TES Space

BUSINESS TES SPACE AGREEMENT

This Business TES Space Agreement (the "Agreement") is made effective as of by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Provider operates and manages designated testing, evaluation and support space and related technical infrastructure described herein (the "TES Space"); and

WHEREAS, Client desires to license and use the TES Space for the purposes set forth in this Agreement and Provider has agreed to permit such use subject to the terms and conditions herein; and

WHEREAS, the parties intend this Agreement to set forth the rights, obligations, payment terms, confidentiality protections and dispute resolution framework governing Client’s use of the TES Space.

SCOPE OF WORK

Provider shall make available the TES Space and associated services described in the Scope of Work for Client’s use during the Term subject to scheduling, security and access procedures established by Provider. Provider shall perform all reasonable maintenance necessary to keep the TES Space in safe, operable condition, excluding damage attributable to Client’s negligence or willful misconduct.

DELIVERABLES AND ACCEPTANCE

Client shall inspect deliverables upon completion and shall have ten (10) business days to provide written notice of any deficiency. Absent timely written notice, deliverables will be deemed accepted.

PAYMENT TERMS

Unless otherwise specified in the Payment Schedule, Client shall pay Provider within thirty (30) days of invoice. All payments shall be in United States dollars and are non-refundable except as expressly provided in this Agreement.

TERM AND TERMINATION

The 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 breaching party fails to cure the breach within the notice period specified above. Provider may suspend access to the TES Space for non-payment or for actions that create a safety or security risk, without waiving Provider’s right to terminate.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all confidential or proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with the TES Space, whether disclosed orally, visually, in writing, or by inspection of tangible objects. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of Receiving Party; (b) was rightfully known by Receiving Party prior to disclosure; (c) is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information; or (d) is received from a third party having the right to disclose the information.

Receiving Party shall (i) maintain Confidential Information in strict confidence and exercise at least the same degree of care it uses to protect its own similar confidential information, but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Upon termination or upon written request, Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing.

The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INSURANCE; INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall maintain insurance customary for its business operations and related to its obligations under this Agreement. Client shall indemnify and hold Provider harmless from and against claims arising out of Client’s use of the TES Space, except to the extent caused by Provider’s gross negligence or willful misconduct. Except for indemnification obligations or a party’s willful misconduct, neither party shall be liable for incidental, consequential or punitive damages and aggregate direct liability shall be limited to the amounts paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered by hand, recognized overnight courier or certified mail to the notice addresses set forth above and shall be deemed given upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall first be addressed through good faith negotiation between senior representatives. If unresolved within sixty (60) days, the dispute may be submitted to binding arbitration under commercially reasonable arbitration rules selected by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules, exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will 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 successor in interest. Headings are for convenience only and shall not affect interpretation.

EXECUTION

The parties indicate their acceptance of the terms of this Agreement by their signatures below, executed by authorized representatives.

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