Customer Service Contract

CUSTOMER SERVICE CONTRACT

This Customer Service Contract (the "Agreement") is entered into as of the day of , (the Effective Date), by and between Service Provider: , a with principal place of business at (Service Provider), and Client: , with principal place of business at (Client).

RECITALS

WHEREAS, Service Provider is engaged in the business of providing customer service, help desk and client support services and related operational support; and

WHEREAS, Client desires to engage Service Provider to perform customer service functions described herein and Service Provider agrees to provide such services under the terms and conditions of this Agreement.

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

1. SERVICES

1.1 Scope. Service Provider shall provide the customer service and support functions described in the Scope of Services attached hereto as Schedule A and incorporated herein by reference. The Scope of Services shall include, at a minimum, call handling, email response, issue tracking, escalation procedures, and periodic reporting in accordance with the service levels specified in this Agreement.

2. TERM

2.1 Initial Term. The initial term of this Agreement shall be months commencing on the Effective Date (Initial Term). Thereafter this Agreement shall automatically renew for successive one (1) month periods unless either party gives the other written notice of non-renewal at least days prior to the then-current term expiration.

3. COMPENSATION

3.1 Fees. Client shall pay Service Provider the fees set forth in the Pricing Schedule attached as Schedule B. Unless otherwise agreed, Client shall pay a recurring fee of per month for the Services.

3.2 Expenses. Client shall reimburse Service Provider for preapproved, reasonable, and documented out-of-pocket expenses incurred in connection with the performance of the Services upon submission of appropriate supporting documentation.

4. SERVICE LEVELS

4.1 Response Time. Service Provider shall use commercially reasonable efforts to respond to client inquiries within the following timeframes: high-priority matters within , standard inquiries within .

4.2 Reporting. Service Provider shall provide Client with monthly operational reports summarizing inquiries, resolution times, escalations, and other metrics reasonably requested by Client.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. Each party agrees to (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) restrict disclosure to employees, contractors and agents who have a need to know and who are bound to confidentiality obligations at least as protective as those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

6. INTELLECTUAL PROPERTY

6.1 Background IP. Each party retains all right, title and interest in and to its preexisting intellectual property and tools. Nothing in this Agreement grants a party any rights in the other party's Background IP except as expressly set forth herein.

6.2 Deliverables. Subject to Client's payment of all amounts due hereunder, Service Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement and identified in Schedule A as "Deliverables," to the extent such assignment is legally effective. Service Provider shall retain ownership of general ideas, methodologies and general skills acquired or developed in the performance of the Services.

7. WARRANTIES; DISCLAIMERS

7.1 Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Service Provider's sole and exclusive obligation shall be to re-perform the nonconforming Services at no additional charge.

7.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 7.1, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Damages. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap. A party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the month period preceding the claim or , whichever is greater.

9. INDEMNIFICATION

9.1 Indemnity by Service Provider. Service Provider shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence, willful misconduct, or material breach of this Agreement.

9.2 Indemnity by Client. Client shall indemnify, defend and hold harmless Service Provider, its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of representations, Client Data, or Client's misuse of the Services.

10. INSURANCE

11. TERMINATION

11.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice of such breach.

11.2 Effect of Termination. Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination. Sections relating to confidentiality, indemnification, limitation of liability and ownership of intellectual property shall survive termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section.

13. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude other or further exercise of that right.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

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 electronically or by facsimile shall have the same force and effect as original signatures.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

15.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

15.3 Entire Agreement. This Agreement, including all Schedules attached hereto, 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 oral or written.

SCHEDULES

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