Client Support Program Agreement

CLIENT SUPPORT PROGRAM AGREEMENT

This Client Support Program Agreement (the Agreement) is entered into as of by and between:

Client Name:

Service Provider:

RECITALS

WHEREAS, Client requires ongoing technical and administrative support services for its business operations and systems; and

WHEREAS, Service Provider represents that it has the expertise and capacity to provide the support services described herein and agrees to provide such services pursuant to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the support services described below. Services shall include routine maintenance, helpdesk support, incident response, updates and patches, and program-specific assistance as required by Client. Specific deliverables, service levels, and escalation procedures are set forth in the Scope of Work below and in any attached schedules incorporated by reference.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in exchange for the services delivered under this Agreement. Fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue a late fee equal to on outstanding amounts, or the maximum rate permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect past due amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within fifteen (15) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred up to the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) agrees to hold in confidence all non-public, proprietary, or confidential information disclosed by the other party (the Disclosing Party) and to use such information only for purposes of performing under this Agreement. Confidential information includes, without limitation, technical information, business processes, customer data, trade secrets, and pricing. Confidential information does not include information that: (a) is or becomes generally available to the public other than through the Receiving Party's breach of this Agreement; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without restriction on use; or (c) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing within thirty (30) days.

INTELLECTUAL PROPERTY & DATA

All materials, methodologies, and intellectual property developed solely by Service Provider prior to or independent of this Agreement remain the sole property of Service Provider. Client retains ownership of its pre-existing data and any data provided to Service Provider. Unless otherwise agreed in writing, Service Provider is granted a limited, non-exclusive license to use Client data solely to perform the services. Service Provider shall not use Client data for any other purpose.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising out of the indemnifying party's negligence or willful misconduct in performing its obligations under this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to mediation prior to pursuing binding arbitration or litigation unless mutually waived in writing.

ASSIGNMENT; AMENDMENT

Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

ENTIRE AGREEMENT

This Agreement, including any attached schedules or exhibits expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses identified above, or to such other address as a party designates in writing. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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