International Services Agreement

INTERNATIONAL SERVICES AGREEMENT

This International Services Agreement (the "Agreement") is entered into as of by and between with a principal place of business at (\"Service Provider\"), and with a principal place of business at (\"Client\").

RECITALS

WHEREAS, Service Provider is engaged in the business of providing international professional services, including but not limited to consulting, implementation, and advisory services; and

WHEREAS, Client desires to retain Service Provider to perform certain services across jurisdictions identified in this Agreement and Service Provider is willing to perform such services subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that the services be performed in a manner that complies with applicable laws, export controls, and data protection requirements of the jurisdictions in which the services are rendered.

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

1. SCOPE OF SERVICES

1.1 Services. Service Provider shall provide the services described in the Statement of Work attached as Exhibit A (the "Services"). The scope, deliverables, milestones and acceptance criteria for the Services shall be as set forth in Exhibit A.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with Section 11. The Agreement may be renewed upon mutual written agreement of the parties.

3. FEES, EXPENSES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in Exhibit B. Unless otherwise specified, all fees are payable in and are exclusive of taxes and duties.

3.2 Invoicing and Payment. Service Provider shall invoice Client in accordance with Exhibit B. Client shall pay undisputed amounts within days of receipt of invoice. Any disputed portion of an invoice shall be resolved in good faith and the undisputed portion shall be paid on time.

3.3 Taxes and Withholding. Each party shall be responsible for taxes imposed on it by its jurisdiction of organization. Client shall withhold taxes from payments if required by applicable law and shall provide Service Provider with evidence of such withholding; where allowable, Client shall cooperate to minimize or eliminate withholding obligations.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Each receiving party shall (a) use Confidential Information solely for performance or enforcement of this Agreement; (b) restrict disclosure to those of its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but no less than a reasonable standard of care.

4.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (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 gives prompt notice to allow the other party to seek protective measures.

5. DATA PROTECTION AND CROSS-BORDER TRANSFERS

5.1 Compliance. Each party shall comply with applicable data protection and privacy laws in the performance of this Agreement. The parties shall implement reasonable technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental loss, destruction or damage.

5.2 Cross-Border Transfers. Where personal data is transferred between jurisdictions, the parties shall ensure an adequate level of protection by contractual means or other lawful transfer mechanisms required under the applicable law. The parties shall cooperate to provide required notices and to respond to data subject requests where legally necessary.

6. INTELLECTUAL PROPERTY

6.1 Pre-Existing Rights. Each party retains all right, title and interest in and to its pre-existing intellectual property. No license is granted except as expressly set forth herein.

6.2 Work Product. Subject to payment of fees, Service Provider hereby assigns to Client all right, title and interest in and to deliverables specifically prepared for Client under this Agreement to the extent such assignment is permissible by applicable law; Service Provider shall retain ownership of its methodologies, templates and tools but grants Client a non-exclusive, worldwide, royalty-free license to use those materials solely to the extent incorporated into the deliverables.

7. WARRANTIES; DISCLAIMER

7.1 Mutual Warranty. Each party represents and warrants that it has corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Service Provider shall use commercially reasonable efforts to correct or re-perform the deficient Services.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND TO THE MAXIMUM EXTENT PERMITTED BY LAW SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Aggregate Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) .

9. INDEMNIFICATION

9.1 By Service Provider. Service Provider shall indemnify and hold harmless Client from and against any third-party claims, losses, damages and expenses (including reasonable attorneys' fees) arising from Service Provider's breach of representations, warranties, confidentiality obligations, or willful misconduct.

9.2 By Client. Client shall indemnify and hold harmless Service Provider from and against any third-party claims, losses, damages and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement, Client-provided materials, or Client's violation of applicable law.

10. COMPLIANCE WITH LAWS

10.1 Each party shall comply with all applicable laws, regulations and rules in the performance of its obligations under this Agreement, including without limitation anti-bribery and anti-corruption laws and export control and sanctions laws. Neither party shall take any action that would cause the other to be in violation of such laws.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

11.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

12. EFFECTS OF TERMINATION

12.1 Accrued Rights. Termination shall not affect either party's accrued rights or liabilities as of the effective date of termination. Upon termination, Client shall pay Service Provider for Services performed and expenses incurred up to the effective date of termination in accordance with Section 3.

12.2 Return of Materials. Within thirty (30) days after termination, each party shall return or destroy the other party's Confidential Information and certify in writing that it has complied with this obligation, except to the extent retention is required by law.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or such other address as a party designates by written notice). Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or five (5) business days after mailing by certified mail.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

14.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right unless in writing and signed by the waiving party.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective as originals.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

15.2 Entire Agreement. This Agreement, together with all exhibits and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' original intent.

MISCELLANEOUS PROVISIONS

16.1 Subcontracting. Service Provider may engage subcontractors to perform portions of the Services, provided Service Provider remains responsible for their performance and compliance with this Agreement. Service Provider shall ensure subcontractors are bound by confidentiality and data protection obligations consistent with this Agreement.

16.2 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment relationship or franchise between the parties.

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