Implementation Services Agreement

IMPLEMENTATION SERVICES AGREEMENT

This Implementation Services Agreement (the "Agreement") is made and entered into as of by and between Client Name: , a with principal place of business at (hereinafter "Client"), and Service Provider Name: , a with principal place of business at (hereinafter "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client desires to engage Provider to perform implementation services relating to the deployment, configuration and integration of certain software, systems, or services as further described in the Statement of Work attached hereto; and

WHEREAS, Provider has the experience, personnel and resources necessary to perform such implementation services and is willing to provide such services to Client on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the terms and conditions under which Provider will perform the implementation services and Client will pay for those services.

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

1. DEFINITIONS

1.1 "Deliverables" means the tangible work product and materials to be delivered by Provider to Client under this Agreement, as described in the applicable Statement of Work.

1.2 "Services" means the implementation, configuration, migration, integration, testing and related professional services described in a Statement of Work agreed by the Parties and incorporated herein.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in each Statement of Work executed by the Parties. Each Statement of Work shall identify the Deliverables, schedule, personnel, and acceptance criteria. Provider shall perform Services in a professional and workmanlike manner consistent with industry standards.

3. CHANGE ORDERS

3.1 Any change to the Services shall be documented in a written Change Order signed by authorized representatives of the Parties. The Change Order shall describe the change in scope, any adjustments to fees, and any change to the schedule. Provider shall not be obligated to proceed with any change until a Change Order is agreed and executed.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees set forth in each applicable Statement of Work. Unless otherwise specified, fees are due within thirty (30) days of invoice. Provider may invoice monthly or upon completion of milestones as set forth in a Statement of Work.

5. EXPENSES

5.1 Client shall reimburse Provider for pre-approved reasonable out-of-pocket expenses incurred in connection with performance of the Services. Reimbursable expenses must be supported by receipts and invoiced monthly.

6. TERM AND TERMINATION

6.1 Term. This Agreement commences on the effective date and continues until completion of the Services unless earlier terminated as provided herein.

6.2 Termination for Material Breach. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

6.3 Termination for Convenience. Client may terminate for convenience upon thirty (30) days' prior written notice and payment to Provider for all Services rendered and expenses incurred through the effective date of termination, plus reasonable wind-down costs.

7. CONFIDENTIALITY

7.1 Each Party agrees to hold in confidence and not disclose any Confidential Information of the other Party except as required to perform under this Agreement. Confidential Information does not include information that (i) becomes generally known to the public without breach, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of the other Party's Confidential Information.

7.2 Remedies. Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm and that the disclosing Party shall be entitled to injunctive relief in addition to any other available remedies.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Except as expressly provided herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. Provider grants Client a non-exclusive, non-transferable license to use the Deliverables solely for Client's internal business operations once Provider is paid in full for the applicable Deliverables.

8.2 Assignment of Work Product. To the extent any Deliverable is a work made for hire under applicable law, Provider assigns all right, title and interest in such Deliverable to Client. To the extent any such work is not a work made for hire, Provider hereby assigns and agrees to assign to Client all right, title and interest in and to such Deliverables upon full payment.

9. WARRANTIES; DISCLAIMER

9.1 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, Client's exclusive remedy shall be re-performance of the deficient Services or, if Provider cannot substantially correct the deficiency within a reasonable period, a refund of the fees paid for the deficient Services.

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

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. INDEMNIFICATION

11.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and agents from and against any third party claims arising from Provider's negligent performance of the Services or willful misconduct. Client shall indemnify, defend and hold harmless Provider for claims arising from Client's misuse of Deliverables or breach of this Agreement.

12. INSURANCE

12.1 Provider shall maintain commercial general liability insurance and professional liability (errors and omissions) insurance in amounts customary for providers performing similar services. Provider shall provide certificates of insurance upon Client's request.

13. SUBCONTRACTING AND PERSONNEL

13.1 Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the acts and omissions of its subcontractors. Provider shall ensure personnel performing Services have the requisite qualifications and shall supervise such personnel.

14. DATA PROTECTION

14.1 Each Party shall comply with applicable data protection laws with respect to personal data processed in connection with this Agreement. Provider shall implement reasonable technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

15. NOTICES

15.1 All notices required or permitted under this Agreement shall be in writing and delivered to the address set forth below (or to such other address as a Party may designate by notice). Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, certified or registered, postage prepaid.

16. AMENDMENT; WAIVER; COUNTERPARTS

16.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

16.2 Waiver. No waiver of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach. Any waiver must be in writing signed by the waiving Party.

16.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

17.2 Entire Agreement. This Agreement, together with all Statements of Work and Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications.

17.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the invalid provision shall be replaced with a valid provision that most closely approximates the Parties' intent.

18. MISCELLANEOUS

18.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, agency or joint venture relationship.

18.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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