Call Center Technologies Document

CALL CENTER TECHNOLOGIES AGREEMENT

Effective Date:   Client Name:   Service Provider Name:

WHEREAS

WHEREAS, Client operates customer contact operations and desires to engage Provider to supply call center technology products and services, including but not limited to software licensing, hardware procurement, integration, and technical support, as further described below.

WHEREAS, Provider represents that it has the expertise, personnel, and systems necessary to deliver the technologies and services described in this Agreement and to comply with Client's reasonable security and regulatory requirements.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

SCOPE OF WORK

Services to be provided include software licensing, on-site or remote installation, integration with Client systems, data migration, training, and ongoing technical support. Provider shall perform services in accordance with the schedule and milestones set forth in the scope and with commercially reasonable skill and care.

PAYMENT TERMS

Fees: Client shall pay Provider the fees set forth below for purchase, licensing, and services.

Invoices will be issued in accordance with the payment schedule and are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at per month or the maximum rate permitted by law, whichever is less.

All fees are exclusive of taxes. Client is responsible for applicable taxes, excluding taxes based on Provider's net income.

TERM AND TERMINATION

Term: This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided herein.

Start Date:   End Date:

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Upon termination, Client will pay for all services performed and expenses incurred through the effective date of termination, and Provider will deliver any work product completed to date.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including call recordings, customer data, account information, technical designs, pricing, and business processes.

Obligations: Receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) implement reasonable administrative, physical, and technical safeguards to protect Confidential Information.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was rightfully in receiving party's possession prior to disclosure, (iii) is received from a third party without restriction, or (iv) is independently developed without use of Confidential Information.

Duration: The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

DATA SECURITY AND PRIVACY

Provider shall maintain administrative, physical, and technical safeguards reasonably designed to protect Client data against unauthorized access, disclosure, alteration, or destruction. Provider will promptly notify Client of any confirmed security incident affecting Client data and cooperate in mitigation and remediation. Provider's obligations under this Section survive termination of this Agreement.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Provider retains all right, title, and interest in its pre-existing software, tools, and methodologies. Client retains ownership of its data. Provider grants Client a limited, non-exclusive, non-transferable license to use Provider software solely for Client's internal business operations during the term and subject to payment of all fees.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments, and mutually executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be sent to the addresses and contacts set forth below and shall be deemed given when delivered in person, by nationally recognized overnight courier, or by email followed by confirmation.

SERVICE LEVELS (SLA)

Provider shall use commercially reasonable efforts to meet the following service levels. Response Time for critical incidents: . Escalation and resolution processes shall be as described in the scope of work. Failure to meet agreed service levels may entitle Client to service credits as provided in an applicable statement of work.

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