ECM Services Agreement

ECM SERVICES AGREEMENT

This ECM Services Agreement ("Agreement") is entered into as of , by and between Service Provider: , with principal place of business at , and Client: , with principal place of business at . Each of the foregoing may be referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, Provider operates an enterprise content management platform and provides professional services to implement, configure, host, and support content management systems and related integrations ("ECM Services"); and

WHEREAS, Client desires to engage Provider to provide certain ECM Services described in one or more Statements of Work executed pursuant to this Agreement, and Provider is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend that the Services result in deliverables and operational controls necessary for Client to manage electronic documents, records and related metadata in accordance with Client business requirements.

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

1. DEFINITIONS

1.1 "Agreement" means this ECM Services Agreement and any Statements of Work and schedules annexed hereto. "Confidential Information," "Deliverables," "Services," and "Statement of Work" have the meanings given in the applicable sections below. Defined terms used in a Statement of Work have the meanings set forth therein unless otherwise defined in this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall perform the ECM Services described in one or more Statements of Work executed by the Parties. Each Statement of Work shall describe the Services, Deliverables, schedule, acceptance criteria, and pricing. The initial summary of the Services to be provided under this Agreement is:

2.2 Provider will use qualified personnel and exercise commercially reasonable efforts to meet schedules set forth in a Statement of Work. Provider shall remain responsible for the performance of any subcontractors it engages.

3. FEES AND PAYMENT

3.1 Client shall pay Provider the fees set forth in each Statement of Work. Unless otherwise stated in a Statement of Work, fees are payable within days of invoice. All fees are quoted in the currency specified in the applicable Statement of Work.

3.2 Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client is responsible for any taxes assessed by governmental authorities on amounts payable hereunder, excluding taxes based on Provider's net income.

4. TERM AND TERMINATION

4.1 The term of this Agreement commences on the Effective Date and continues for an initial period of months, unless earlier terminated in accordance with this Agreement. Thereafter the Agreement shall automatically renew for successive renewal periods as specified in each Statement of Work.

4.2 Either Party may terminate this Agreement or any Statement of Work for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach. Either Party may terminate for convenience upon days' prior written notice, subject to any termination fees described in a Statement of Work.

5. CONFIDENTIALITY

5.1 "Confidential Information" means non-public information disclosed by a Party that is marked confidential or that a reasonable person would understand to be confidential. Confidential Information excludes information that: (a) is or becomes public without breach; (b) was lawfully known to the recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to Confidential Information.

5.2 Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement, shall restrict access to those employees and contractors who have a need to know, and shall protect such Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Obligations of confidentiality survive termination for five (5) years, except for trade secrets which remain protected for as long as they qualify as trade secrets.

6. DATA SECURITY AND PRIVACY

6.1 Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the risk, consistent with industry practices, to protect Client Data against unauthorized access, disclosure, alteration and destruction. Provider shall promptly notify Client of any security incident affecting Client Data and shall cooperate in remediation.

6.2 "Client Data" means all electronic data, documents, records and metadata provided by or on behalf of Client in connection with the Services. Provider processes Client Data only on Client's instructions and will not access Client Data for marketing or unrelated purposes.

7. INTELLECTUAL PROPERTY

7.1 Provider retains all right, title and interest in its pre-existing software, tools, templates, methodologies and know-how ("Provider IP"). Client retains all right, title and interest in Client Data and any pre-existing Client materials.

7.2 Provider grants Client a non-exclusive, non-transferable, worldwide license to use Deliverables solely for Client's internal business purposes, subject to payment of all fees. Any modifications, enhancements or new materials created specifically for Client shall be treated as Deliverables, except where a Statement of Work expressly transfers ownership to Client.

8. WARRANTIES; DISCLAIMER

8.1 Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, Provider's sole obligation and Client's exclusive remedy will be re-performance of the deficient Services or, if Provider cannot substantially correct the deficiency, a refund of fees paid for the deficient portion of the Services.

8.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider shall defend and indemnify Client against any third-party claim alleging that Provider's Deliverables infringe a third party's issued patent, copyright or trade secret, provided Client promptly notifies Provider and allows Provider to control the defense and settlement. Provider's obligations do not apply to claims arising from Client's instructions, modifications, or combination of the Deliverables with non-Provider products.

9.2 Client shall defend and indemnify Provider for claims arising from Client Data, Client's violation of law, or Client's breach of this Agreement.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES.

10.2 THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE -MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR , WHICHEVER IS GREATER.

11. INSURANCE

Provider shall maintain at its expense commercial general liability and professional liability insurance in such amounts as are commercially reasonable for the Services provided. Proof of insurance shall be provided to Client upon request.

12. SUBCONTRACTING AND PERSONNEL

Provider may subcontract portions of the Services, provided Provider remains responsible for subcontractor performance and compliance with this Agreement. Provider shall ensure subcontractors are bound by confidentiality and data protection obligations substantially similar to those in this Agreement.

13. COMPLIANCE WITH LAWS

Each Party shall comply with applicable laws, regulations and industry standards in performing its obligations. Provider will maintain records of processing activities for Client Data as required by applicable law and shall reasonably cooperate with Client to satisfy Client's regulatory obligations.

14. AUDIT RIGHTS

Client may, upon reasonable prior notice and no more than once annually unless a material security incident or breach has occurred, audit Provider's relevant records and controls to verify compliance with this Agreement. Such audits shall be subject to confidentiality protections and reasonable limitations to protect Provider's other customers and proprietary information.

15. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or as otherwise notified in writing.

16. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right will operate as a waiver of that right, and any waiver must be in writing.

17. GOVERNING LAW; VENUE

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

18. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with all Statements of Work executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

19. SURVIVAL

Provisions that by their nature should survive termination or expiration of this Agreement, including but not limited to Sections 5 (Confidentiality), 6 (Data Security and Privacy), 7 (Intellectual Property), 9 (Indemnification), 10 (Limitation of Liability), and 18 (Entire Agreement; Severability; Counterparts), shall survive.

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