DevOps Project Agreement

DEVOPS PROJECT AGREEMENT

This DevOps Project Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client desires to retain Provider to deliver DevOps engineering, automation, infrastructure-as-code, continuous integration and continuous deployment services as described in this Agreement; and

WHEREAS, Provider represents that it has the technical expertise, personnel, and tools necessary to perform the services set forth herein and agrees to provide such services on the terms and conditions of this Agreement.

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

SCOPE OF WORK

Provider shall perform DevOps services including, but not limited to: infrastructure provisioning and configuration management, pipeline design and implementation, monitoring and alerting setup, security and compliance automation, incident response integration, and knowledge transfer. Detailed deliverables, milestones, and acceptance criteria are set forth below and in any referenced statement of work.

PAYMENT TERMS

Client shall pay Provider the fees for services in accordance with this section. All fees are exclusive of taxes unless otherwise stated. Provider shall submit invoices in accordance with the payment schedule below.

Late payments shall accrue interest at the rate specified below and Client shall reimburse Provider for reasonable costs of collection.

TERM AND TERMINATION

This Agreement shall commence on the Start Date below and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date below or until completion of the Services.

Start Date:   End Date:

Termination for cause: either party may terminate upon material breach by the other party if such breach is not cured within the notice period specified above. Upon termination, Client shall pay Provider for Services performed up to the effective date of termination and for any non-cancellable commitments reasonably incurred.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and not disclose to any third party any Confidential Information disclosed by the other party (Disclosing Party). Confidential Information includes non-public technical, business and pricing information, source code, system architecture, and any information designated confidential or that by its nature should be reasonably understood to be confidential.

The obligations in this section do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party’s Confidential Information. Upon request, Receiving Party will return or destroy Confidential Information and certify such destruction.

INTELLECTUAL PROPERTY

Subject to payment in full of all fees due hereunder, Provider assigns to Client all right, title and interest in and to the Work Product developed specifically for Client under this Agreement. Provider retains ownership of its pre-existing tools, templates, libraries, and methodologies ("Provider Tools"). Provider grants Client a perpetual, worldwide, royalty-free license to any Provider Tools incorporated in the Work Product to the extent necessary for Client to use the Work Product.

Parties may check the boxes below to reflect specific ownership or licensing arrangements:

Client obtains exclusive ownership of Work Product

Provider retains ownership of pre-existing Provider Tools and grants license to Client as stated above

WARRANTIES, LIMITATIONS, AND INDEMNIFICATION

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, ALL SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR DIRECT DAMAGES ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Client shall indemnify, defend and hold Provider harmless from and against claims arising from Client’s use of the Work Product in violation of this Agreement, Client-provided materials, or Client’s gross negligence or willful misconduct. Provider shall indemnify Client for third-party claims that the Work Product, as delivered, infringes a third party’s intellectual property rights.

CHANGES; SUBCONTRACTING

All changes to the Scope of Work shall be documented in a written change order signed by both parties. Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for performance and compliance with the terms of this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any statements of work and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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