IT Services Contract

IT SERVICES CONTRACT

This IT Services Contract (the "Agreement") is made as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Provider).

RECITALS

WHEREAS, Client requires information technology services, including but not limited to system design, implementation, maintenance, security, and support, as described in this Agreement; and

WHEREAS, Provider represents that it has the professional expertise, personnel, and resources to perform the services described in this Agreement in a competent and workmanlike manner; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision and receipt of those services.

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

1. DEFINITIONS

1.1 "Services" means the IT services to be provided by Provider as described in the Statement of Work included in Section 2 below and any change orders executed under this Agreement.

1.2 "Deliverables" means any tangible or intangible work product, reports, documentation, software, configuration, or other materials delivered to Client pursuant to this Agreement.

2. STATEMENT OF WORK / SCOPE OF SERVICES

Provider shall perform the Services set forth below. Provider shall exercise commercially reasonable efforts and industry-standard practices to meet timelines and specifications set forth herein.

Provider will assign qualified personnel to perform the Services. Provider shall ensure that all personnel comply with Client's reasonable security and facility access policies while on Client premises.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement commences on the Effective Date and continues for a period of months unless earlier terminated pursuant to this Section.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Either party may terminate this Agreement without cause upon days prior written notice. In the event of termination, Client shall pay Provider for Services performed and non-cancellable commitments incurred through the effective date of termination.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below. Fees are exclusive of taxes. Unless otherwise specified, all payments are due within days of invoice.

4.2 Late Payments. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend Services if invoices remain unpaid after days' notice.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature.

5.2 Obligations. Each recipient shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to third parties except to its employees, contractors, or advisors on a need-to-know basis and bound by confidentiality obligations.

5.3 Exceptions. Confidential Information does not include information that is or becomes publicly known through no breach, is independently developed, or is rightfully received from a third party without restriction.

6. INTELLECTUAL PROPERTY; LICENSES

6.1 Work Product. Except as set forth in this Section, all right, title and interest in and to Deliverables specifically created for Client under this Agreement shall vest in Client upon full payment; Provider hereby assigns and will assign such rights to Client.

6.2 Provider Materials. Provider shall retain ownership of its pre-existing software, tools, templates, methodologies and know-how ("Provider Materials"). Provider grants Client a non-exclusive, non-transferable license to use Provider Materials only to the extent incorporated into Deliverables during the Term and solely for Client's internal business purposes.

7. WARRANTIES; DISCLAIMER

7.1 Provider Warranty. Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards for similar services for a period of days following delivery.

7.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

8.1 CAP. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.2 EXCLUSION. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. INDEMNIFICATION

9.1 By Provider. Provider shall indemnify, defend and hold Client harmless from and against any third-party claims alleging that Deliverables infringe any United States patent, copyright or trade secret, provided Client promptly notifies Provider in writing and allows Provider sole control of the defense and settlement.

9.2 By Client. Client shall indemnify, defend and hold Provider harmless from claims arising out of Client's misuse of the Deliverables, Client data, or Client-provided specifications.

10. DATA PROTECTION & SECURITY

10.1 Compliance. Each party shall comply with applicable data protection laws in the performance of this Agreement. Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the nature of Client Data to protect against unauthorized access, disclosure, alteration or destruction.

10.2 Breach Notification. Provider shall notify Client without undue delay upon becoming aware of a security incident affecting Client Data, and shall cooperate in good faith with Client's reasonable incident response and mitigation activities.

11. INSURANCE

Provider shall maintain commercial general liability insurance, professional liability/errors & omissions insurance, and workers' compensation insurance in amounts customary for Provider's industry. Upon request, Provider shall furnish certificates of insurance evidencing such coverage.

12. SUBCONTRACTING; PERSONNEL

Provider may engage subcontractors to perform Services provided that Provider remains responsible for the performance of such subcontractors and ensures they are bound by confidentiality and data protection obligations no less protective than those in this Agreement.

13. CHANGES; AMENDMENTS

Any changes to Services, schedule, or fees shall be made only by a written change order signed by authorized representatives of both parties. No oral modification shall be binding.

14. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or email with confirmed receipt. Notices are effective upon receipt.

15. GOVERNING LAW; VENUE

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 state and federal courts located in that state for the resolution of disputes.

16. ENTIRE AGREEMENT; SEVERABILITY; WAIVER; COUNTERPARTS

16.1 Entire Agreement. This Agreement, together with any exhibits and signed change orders, constitutes the entire agreement between the parties and supersedes all prior discussions, proposals, and agreements relating to the subject matter hereof.

16.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

16.3 Waiver. The failure of either party to enforce any right shall not constitute a waiver of that right or any other right.

16.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Electronic or facsimile signatures shall be binding.

AUTHORITY

Each party represents and warrants that the signatory below is duly authorized to execute this Agreement on its behalf and to bind such party to all terms and conditions hereof.

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