CommCare Service Plan

COMMCARE SERVICE PLAN

Recitals

This CommCare Service Plan (the "Plan") is entered into as of by and between:

Client Name: , a party seeking services; and Service Provider: , a provider of CommCare support and configuration services.

WHEREAS, Client requires configuration, hosting coordination, training, and ongoing support related to the CommCare platform; and

WHEREAS, Service Provider represents that it has the experience and personnel necessary to provide the services described in this Plan and agrees to perform such services under the terms and conditions set forth below.

Parties and Contacts

Scope of Work

Service Provider will perform the following services for Client in a professional manner consistent with industry standards. Work includes configuration, customization, testing, training, and reasonable support related to the Client's CommCare implementation. Deliverables and acceptance criteria will be as described below.

Payment Terms

Client shall pay Provider the fees set forth below in exchange for the services and deliverables described in this Plan. All fees are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of per month or the maximum rate permitted by applicable law, whichever is lower. In addition, Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

The term of this Plan begins on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Plan for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party, (ii) was lawfully known to the receiving party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the other party's Confidential Information.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Plan; (b) restrict disclosure to those employees, contractors, and agents with a need to know and who are bound to protect the information at least as strictly as provided herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality shall survive termination or expiration of this Plan for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Data Security and Privacy

Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the nature of the data to protect against unauthorized access, disclosure, alteration, or destruction. Provider shall notify Client without undue delay upon becoming aware of any security incident affecting Client data and shall cooperate in investigation and remediation.

Liability; Indemnification

Each party shall indemnify the other for third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for indemnification obligations and breaches of confidentiality, neither party shall be liable for consequential, incidental, or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Plan shall not exceed the total fees paid by Client to Provider under this Plan during the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Plan shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the agreed venue unless the parties mutually agree otherwise.

Entire Agreement; Amendments

This Plan, together with any referenced attachments or statements of work, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements. No amendment to this Plan will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Plan shall be in writing and delivered to the notice addresses set forth above or to such other addresses as a party may designate in writing. Notices shall be effective upon receipt.

Miscellaneous

Neither party may assign its rights under this Plan without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. If any provision of this Plan is held unenforceable, the remaining provisions will remain in full force and effect.

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