Future Tech Services Agreement

FUTURE TECH SERVICES AGREEMENT

This Future Tech Services Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of providing software development, systems integration, cloud engineering and related professional services and possesses the necessary personnel, technical expertise and experience to perform the services described herein; and

WHEREAS, Client desires to engage Provider to perform certain services for the development, deployment and support of Client's technology systems under the terms and conditions set forth in this Agreement; and

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

1. Scope of Work

Provider shall perform the services and deliverables described below (collectively, "Services"). Provider will provide services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

As consideration for the Services, Client shall pay Provider the fees set forth below in accordance with the schedule and invoicing procedures described in this Section.

Unless otherwise agreed in writing, Client shall be responsible for any applicable taxes, duties or governmental assessments. Provider shall submit invoices in reasonable detail and Client shall pay undisputed amounts in accordance with the Invoice Terms.

3. Term and Termination

This Agreement shall commence on Start Date: and shall expire on End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive, including but not limited to Confidentiality, Governing Law, and Limitation of Liability.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") 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. Confidential Information includes, without limitation, business plans, technical data, software, source code, algorithms, infrastructure diagrams, pricing, and customer lists.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own similar confidential information, but no less than a reasonable standard of care; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall be liable for any breach of this Section by its representatives.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure without obligation of confidentiality; (iii) is rightfully obtained by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon written request, the Receiving Party shall return or destroy all Confidential Information and certify such destruction.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain confidential for as long as such information retains trade secret status under applicable law.

5. Independent Contractor; Liability

Provider shall perform Services as an independent contractor. Nothing herein creates an employment, partnership or agency relationship between the parties. Provider is responsible for all taxes and benefits for its personnel.

EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6. Intellectual Property

Unless otherwise agreed in a written schedule, Provider shall retain ownership of pre-existing materials, tools, software and know-how. To the extent Provider creates custom deliverables specifically for Client and receives full payment for such deliverables, Provider hereby assigns to Client all right, title and interest in such custom deliverables, excluding Provider's underlying tools, libraries and general technical knowledge. The parties shall execute any further documents reasonably necessary to effectuate such assignment.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that State for resolution of disputes.

8. Entire Agreement; Amendment

This Agreement, including any exhibits or statements of work referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment shall be effective unless in writing and executed by authorized representatives of both parties.

9. Notices

10. Miscellaneous

Any waiver of a provision of this Agreement must be in writing and signed by the party against whom enforcement is sought. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect. Headings are for convenience only and do not affect interpretation.

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