Co-sourcing Services Agreement

Co-sourcing Services Agreement

This Co-sourcing Services Agreement ("Agreement") is made as of the Effective Date: Day Month Year by and between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at .

RECITALS

WHEREAS, Client seeks to engage a qualified party to perform certain professional and technical services in collaboration with Client's internal staff (the "Co-sourcing Services");

WHEREAS, Service Provider represents that it possesses the experience, personnel, and resources necessary to perform the Co-sourcing Services and is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to define their respective obligations, the scope of services, fees, confidentiality, ownership of deliverables and other terms governing the parties' relationship.

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

1. SERVICES

1.1 Scope. Service Provider shall perform the Co-sourcing Services described in Statement(s) of Work ("SOW") executed by the parties. The initial description of services is summarized below; each SOW shall control to the extent of any conflict.

1.2 Performance Standard. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards and in compliance with applicable laws and Client policies expressly provided in the applicable SOW.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of months, unless earlier terminated as provided herein.

2.2 Termination for Convenience. Either party may terminate this Agreement or any SOW for convenience upon prior written notice of days to the other party. Termination shall not relieve Client of its obligation to pay for services performed and non-cancelable commitments incurred prior to the effective date of termination.

2.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in each SOW. Fees may be fixed-price, time-and-materials, or a combination as specified in the applicable SOW.

3.2 Invoicing. Service Provider shall submit invoices in accordance with the payment terms. Client shall pay valid undisputed invoices within days of receipt. Disputed amounts shall be resolved in good faith and undisputed portions shall be paid when due.

4. CHANGE ORDERS

Any change to the scope, schedule, or fees shall be documented in a written change order signed by authorized representatives of both parties. No change shall be binding without such written agreement.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that a reasonable person would understand to be confidential.

5.2 Protection. Each party shall maintain Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations.

6. DATA SECURITY AND PRIVACY

Service Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the risk to protect Client Data. Service Provider shall promptly notify Client of any unauthorized access, use, disclosure, or loss of Client Data and shall cooperate in mitigation and remediation. Specific security requirements applicable to Client Data are set forth in the applicable SOW or an Exhibit.

7. INTELLECTUAL PROPERTY

7.1 Background IP. Each party retains all right, title and interest in and to its pre-existing intellectual property and technology (Background IP).

7.2 Work Product. Except as otherwise set forth in an SOW, all deliverables and Work Product specifically created for Client under this Agreement shall be deemed "work made for hire" and assigned to Client upon full payment; to the extent assignment is ineffective, Service Provider hereby assigns all right, title and interest in such Work Product to Client.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations. Service Provider further represents that the services will be performed in a professional manner consistent with industry standards and will not infringe third-party intellectual property rights.

9. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of (a) Service Provider's breach of this Agreement, (b) negligence or willful misconduct by Service Provider, or (c) alleged infringement by the Work Product of any third-party intellectual property rights.

10. LIMITATION OF LIABILITY

Except for liability rising from gross negligence, willful misconduct, or indemnification obligations, each party's cumulative liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under the applicable SOW during the twelve (12) month period preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

11. INSURANCE

Service Provider shall maintain insurance customary for the services to be provided, including commercial general liability and professional liability with limits reasonably acceptable to Client and shall provide certificates upon request.

12. SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the services provided that Service Provider remains responsible for their performance and compliance with this Agreement. Client may withhold consent to a proposed subcontractor for reasonable business reasons.

Subcontracting permitted: Yes No

13. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, or by email with confirmation as set forth below.

14. ASSIGNMENT

Neither party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes the obligations hereunder.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below, without regard to its conflicts of law principles.

16. ENTIRE AGREEMENT

This Agreement, together with all executed SOWs and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

18. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to exercise any right shall not constitute a waiver of that right.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

20. TRANSITION ASSISTANCE

Upon expiration or termination for any reason, Service Provider shall provide reasonable transition assistance for a period specified in the applicable SOW to permit an orderly transfer of services to Client or its designee. Compensation for transition assistance shall be at the rates set forth in the SOW or otherwise agreed in writing.

GENERAL PROVISIONS

The parties acknowledge that they are independent contractors and that nothing in this Agreement shall create an employer-employee relationship, partnership, joint venture or agency. Each party shall comply with applicable laws and regulations in performing its obligations hereunder.

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