Customer Service Portal

CUSTOMER SERVICE PORTAL AGREEMENT

This Customer Service Portal Agreement (Agreement) is entered into as of Effective Date: by and between Service Provider Name: (Service Provider) and Client Name: (Client). Service Provider and Client are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Service Provider operates, hosts and maintains a Customer Service Portal offering ticketing, knowledge base management, live chat, reporting and related support services (Portal); and

WHEREAS, Client desires Service Provider to implement, configure, customize and operate the Portal for Client's business operations pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to define the scope, deliverables, fees, confidentiality obligations and other commercial terms governing the Portal services.

SCOPE OF WORK

Portal Name or Reference:

Deliverables and Acceptance: Service Provider will deliver the items and perform the tasks described in the Scope of Work. Client will have a period of days from delivery to review and provide written acceptance or a list of deficiencies. Unless Client provides timely written notice identifying material deficiencies, the deliverable will be deemed accepted.

PAYMENT TERMS

Payment terms: All invoices are due and payable within days of invoice date. Late payments will incur interest at the lesser of (i) per month (18% APR) or (ii) the maximum rate permitted by law, plus all reasonable collection and legal costs. Service Provider may suspend Portal access for Client upon thirty (30) days' written notice following a material payment default, without waiving the right to terminate.

TERM AND TERMINATION

Commencement Date:    Termination Date or Initial Term End:

Notice Period for Termination Without Cause: Either Party may terminate this Agreement without cause upon days' prior written notice to the other Party.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and work in progress up to the effective date of termination and for reasonable transition services at Service Provider's then-current rates.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party to the other, including technical data, trade secrets, customer lists, pricing, product roadmaps and business plans. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law provided the disclosing Party is given prompt notice and opportunity to seek protective treatment.

Obligations: The receiving Party will (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors and advisors with a need to know and who are bound by confidentiality obligations no less protective than this clause.

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

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign to an affiliate or in connection with a sale of substantially all assets or equity so long as the assignee assumes the assigning Party's obligations.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship.

Limitation of Liability: Except for claims arising from a Party's gross negligence, willful misconduct or breach of confidentiality, each Party's aggregate liability under this Agreement shall be limited to the amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither Party shall be liable for consequential, incidental, special, punitive or lost profits damages.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. The Parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising out of this Agreement.

ENTIRE AGREEMENT

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

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