International Services Contract

International Services Contract

This International Services Contract ("Contract") is made as of between Provider: , entity type Corporation Partnership Individual, with principal place of business at , and Client: , entity type Corporation Partnership Individual, with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Provider has experience and expertise in providing international services as described herein; and

WHEREAS, Client desires to retain Provider to perform such services on the terms and conditions set forth in this Contract; and

WHEREAS, the Parties intend that services performed under this Contract may involve cross-border performance, third-country subcontracting, and obligations relating to international trade, taxes, and data transfers.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the professional services to be provided by Provider as described in Section 2 and in the Scope of Work attached or set forth in

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the Scope of Work. Provider shall exercise commercially reasonable skill, care and diligence customary in the industry in performing the Services and shall comply with the schedule set forth in the Scope of Work or as otherwise agreed in writing.

3. TERM AND TERMINATION

3.1 Term. This Contract commences on the Effective Date and continues until completion of the Services unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either Party may terminate this Contract for material breach by the other Party if the breach remains uncured thirty (30) days after written notice specifying the breach.

3.3 Termination for Convenience. Client may terminate for convenience upon thirty (30) days' prior written notice to Provider, in which event Client shall pay Provider for Services performed and expenses incurred through the termination date plus any non-cancellable commitments.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees specified in the Scope of Work or as set forth below: Fee Amount: Currency:

4.2 Invoicing and Payment Terms. Provider shall invoice Client . Client shall pay invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.3 Expenses. Client shall reimburse Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the Services. Reimbursement shall be made within the payment term set forth in Section 4.2 upon submission of supporting documentation.

5. TAXES, DUTIES AND WITHHOLDING

5.1 Unless otherwise agreed in writing, Client shall bear all taxes, duties, levies, and other governmental charges imposed on the cross-border supply of Services, excluding taxes on Provider's net income. Client shall provide documentation of any withholding tax withheld and cooperate with Provider to obtain available relief from double taxation.

6. EXPORT, TRADE CONTROLS AND SANCTIONS

6.1 Each Party represents that it will comply with all applicable export control, economic sanctions, anti-boycott, and trade laws and regulations. Neither Party shall transfer, re-export, or otherwise provide Services, software or technical data in violation of such laws. Client shall not request Provider to perform services that would cause Provider to violate applicable sanctions or export control laws.

7. CONFIDENTIALITY

7.1 Each Party shall hold in confidence and not disclose to any third party any Confidential Information received from the other Party, except as required by law. Confidential Information includes non-public business, technical, and financial information disclosed in connection with this Contract.

7.2 The obligations in this Section do not apply to information that is: (a) rightfully known without restriction prior to disclosure; (b) generally available to the public other than by breach of this Contract; or (c) lawfully received from a third party without obligation of confidentiality.

8. INTELLECTUAL PROPERTY

8.1 Pre-Existing Materials. Each Party retains ownership of its pre-existing intellectual property. Provider grants Client a non-exclusive, non-transferable license to use any Provider pre-existing materials solely to the extent necessary for Client's use of the deliverables.

8.2 Deliverables. Unless otherwise agreed in writing, upon full payment, Provider assigns to Client all right, title and interest in and to the deliverables created specifically for Client hereunder, subject to Provider's rights in its general methodologies, know-how, and pre-existing technology.

9. WARRANTIES; DISCLAIMER

9.1 Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with prevailing industry standards. Provider does not warrant that the Services will be error-free or that Client's objectives will be achieved, except as expressly set forth in writing.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither Party shall be liable for consequential, incidental, special, or punitive damages even if advised of the possibility of such damages. The aggregate liability of either Party for all claims under this Contract shall not exceed the total fees paid to Provider under this Contract during the twelve (12) months preceding the claim.

11. INDEMNIFICATION

11.1 Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against claims, liabilities, losses and expenses arising out of the Indemnifying Party's breach of this Contract, willful misconduct, or negligent acts in performing its obligations hereunder.

12. DATA PROTECTION

12.1 Each Party shall comply with applicable data protection laws with respect to personal data processed in performance of the Services. Where cross-border transfers of personal data are required, the Parties shall implement appropriate safeguards to protect such data.

13. FORCE MAJEURE

13.1 Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, acts of government, strikes, pandemics, war, or embargoes, provided that the affected Party promptly notifies the other and uses reasonable efforts to resume performance.

14. ASSIGNMENT AND SUBCONTRACTING

14.1 Neither Party may assign this Contract or delegate performance without the prior written consent of the other Party, except that Provider may subcontract portions of the Services provided that Provider remains responsible for the performance of such subcontractors.

15. NOTICES

15.1 All notices or communications required or permitted under this Contract shall be in writing and delivered to the addresses below (or such other address as a Party may designate by notice). Notices shall be deemed given when delivered by hand, by internationally recognized overnight courier, or by confirmed electronic transmission followed by mailed hard copy.

16. DISPUTE RESOLUTION

16.1 The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Contract through negotiation. If the dispute is not resolved within thirty (30) days, the Parties agree to submit the dispute to binding arbitration administered in accordance with the Parties' selected rules and held in . The arbitration award shall be final and binding and may be entered in any court of competent jurisdiction.

17. GOVERNING LAW; JURISDICTION

17.1 This Contract shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles. Notwithstanding Section 16, either Party may seek provisional or injunctive relief in a court of competent jurisdiction to protect its rights pending arbitration.

18. AMENDMENTS; WAIVER; COUNTERPARTS

18.1 Amendments to this Contract shall be valid only if made in writing and signed by authorized representatives of both Parties. No waiver of any term shall be effective unless in writing and signed by the waiving Party. This Contract may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

19. ENTIRE AGREEMENT; SEVERABILITY

19.1 This Contract, including the Scope of Work and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

19.2 If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that preserves the Parties' original intent.

20. MISCELLANEOUS

20.1 Relationship of the Parties. Provider is an independent contractor and nothing in this Contract shall create an employer-employee, joint venture, partnership, or agency relationship between the Parties.

20.2 Remedies. Except as expressly provided, the remedies provided in this Contract are cumulative and in addition to any other remedies available at law or equity.

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