Legal SDN Agreement

LEGAL SDN AGREEMENT

This Legal SDN Agreement (the Agreement) is made as of by and between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at .

RECITALS

WHEREAS, the Service Provider provides software-defined networking design, deployment, integration, maintenance and related professional services (collectively, the SDN Services); and

WHEREAS, the Client wishes to engage the Service Provider to perform certain SDN Services under the terms and conditions set forth in this Agreement, and the Service Provider is willing to provide those services on such terms; and

WHEREAS, the parties intend by this Agreement to allocate the risks and responsibilities between them with respect to the SDN Services and related deliverables.

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

1. Definitions

1.1 "Acceptance Criteria" means the objective, documented criteria described in Section 5 and Attachment A against which the Deliverables will be tested. 1.2 "Deliverables" means the tangible and intangible items delivered to the Client pursuant to this Agreement, including software, configuration files, documentation, reports and designs. 1.3 "SDN Services" means the professional services, installation, configuration, maintenance, monitoring and related consulting services to be performed by the Service Provider described in the Scope of Services.

2. Scope of Services

2.1 Services. The Service Provider shall perform the SDN Services in a professional and workmanlike manner in accordance with the Scope of Services set forth below and any mutually executed statements of work.

3. Changes and Change Orders

3.1 Any modification to the Scope of Services shall be made only by written change order signed by authorized representatives of both parties. Each change order shall set forth adjustments to fees, schedule and acceptance criteria. The Service Provider shall not commence work on any change order until both parties have executed the change order.

4. Fees and Payment

4.1 Fees. The Client shall pay the Service Provider the fees set forth in the applicable statement of work. Initial non-recurring fee: . Recurring monthly fee, if applicable: .

4.2 Invoicing and Payment Terms. The Service Provider shall submit invoices in accordance with the payment schedule. Unless otherwise specified, Client shall pay invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Acceptance

5.1 Acceptance Testing. Deliverables shall be tested against the Acceptance Criteria. If Deliverables materially conform to the Acceptance Criteria, Client shall provide written acceptance. If Deliverables fail to conform, Client shall provide a written description of deficiencies and Service Provider shall correct such deficiencies within a commercially reasonable period.

6. Intellectual Property

6.1 Ownership. Unless otherwise agreed in writing, Client shall own all right, title and interest in and to the Deliverables created specifically for Client under this Agreement upon full payment. Service Provider retains ownership of its pre-existing tools, methodologies, software, and know-how ("Service Provider Background IP"). Service Provider hereby grants Client a non-exclusive, royalty-free license to Service Provider Background IP to the extent embodied in the Deliverables.

7. Confidentiality

7.1 Confidential Information. Each party shall keep confidential and shall not disclose to any third party any information marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. 7.2 Exceptions. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, was lawfully received from a third party, or is independently developed without use of the other party's Confidential Information. 7.3 Remedies. Breach of this Section shall entitle the non-breaching party to injunctive relief in addition to any other available remedies.

8. Data Security and Privacy

8.1 Security. Service Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the Client Data to protect against unauthorized access, disclosure, alteration or destruction. 8.2 Breach Notification. Service Provider shall notify Client without undue delay and in any event within hours after becoming aware of a security incident affecting Client Data.

9. Sanctions and Export Controls Compliance

9.1 Compliance. Each party represents and warrants that it will comply with all applicable economic sanctions, embargoes, anti-boycott measures and export control laws and regulations. Neither party nor any of its affiliates or personnel is listed on any applicable restricted or denied-party list, nor is controlled by, owned by, or acting on behalf of any such person. 9.2 Restricted Parties. If Client requests, Service Provider shall provide written confirmation of compliance with such laws. The parties shall not be required to perform any obligation that would violate applicable sanctions or export control laws.

10. Warranties; Disclaimer

10.1 Mutual Warranty. Each party represents that it has the power and authority to enter into this Agreement. 10.2 Service Provider Warranty. Service Provider warrants that the services will be performed in a professional manner in accordance with generally accepted industry standards. Remedy for breach of the foregoing warranty shall be re-performance of nonconforming services. 10.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11. Limitation of Liability

11.1 Exclusion of Damages. Except for liability resulting from willful misconduct, gross negligence, breach of confidentiality, or indemnification obligations, neither party shall be liable for indirect, incidental, special, punitive or consequential damages, including lost profits or loss of business. 11.2 Cap. Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or indemnification obligations, the aggregate liability of each party arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

12. Indemnification

12.1 By Service Provider. Service Provider shall indemnify and defend Client from and against any claim, loss, damage or expense (including reasonable attorneys' fees) arising out of third-party claims alleging that the Deliverables infringe a third party's proprietary rights, provided Client promptly notifies Service Provider of the claim and cooperates in the defense. Service Provider's indemnity obligations shall not apply to the extent the alleged infringement results from modifications made by Client or use in combination with non-Service Provider products not specified by Service Provider.

13. Insurance

13.1 Insurance. Service Provider shall maintain and carry insurance policies customary for the services performed, including commercial general liability and professional liability insurance with limits no less than:

14. Term and Termination

14.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of months, unless earlier terminated in accordance with this Section. 14.2 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. 14.3 Termination for Convenience. Either party may terminate for convenience upon days' prior written notice to the other party.

15. Effect of Termination

15.1 Upon termination, each party shall return or destroy the other party's Confidential Information and Client shall pay Service Provider for all services performed and reasonable non-cancellable commitments incurred through the effective date of termination. Sections concerning Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, and any other provisions which by their nature survive termination shall survive.

16. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, overnight courier, or personal delivery and shall be effective upon receipt.

17. Amendments; Waiver

17.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

18. 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.

19. Entire Agreement

This Agreement, including all exhibits and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

20. 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 to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

21. Counterparts

This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be binding and of the same effect as original signatures.

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