Business TSI Template

BUSINESS TSI TEMPLATE

This Business TSI Template (the Agreement) is entered into by and between Service Provider Name: with principal place of business at , and Client Name: with principal place of business at .

Effective Date: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing technology services, systems integration, and technical support and possesses the professional expertise and resources necessary to perform Technical Services and Implementation (TSI); and

WHEREAS, Client desires to engage Service Provider to perform the TSI described in this Agreement and Service Provider is willing to perform such services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the rights and obligations of each party with respect to the performance, payment, confidentiality, and allocation of risk for the work contemplated.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: .

Fixed-price    Time and materials at hourly rates:

Payments due within days of invoice. Late payments incur a late fee of % per month (or the maximum permitted by law), calculated monthly on the outstanding balance.

Payment Method: .

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for material breach by either party may be effected immediately upon written notice if the breaching party fails to cure the breach within days after receipt of written notice describing the breach.

Upon termination, Service Provider shall deliver all completed work and all work in progress, and Client shall pay for all services performed and reimbursable expenses incurred through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical and financial information disclosed by one party (Discloser) to the other party (Recipient) in connection with this Agreement, including trade secrets, product plans, designs, prototypes, financial data, customer lists, and pricing information. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a disclosure by Recipient; (b) is rightfully received by Recipient from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt written notice to Discloser to allow Discloser to seek protective measures.

Recipient shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to its employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality survive termination for years.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools used in performing the services. Client receives a non-exclusive, non-transferable license to use deliverables for internal business purposes upon full payment. Any third-party software or open-source components remain subject to their respective licenses; Service Provider will disclose any such components used in deliverables.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, indirect, punitive, or special damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Venue for any action arising out of or relating to this Agreement shall be in the state or federal courts located in that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or exhibits 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, and communications. No amendment or modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Notices: All notices shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing.

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