Miscellaneous TMA & Exhibits Template

Miscellaneous TMA & Exhibits Template

This Technology Management Agreement and Exhibits (the "Agreement") is entered into as of Date: by and between Service Provider Name: ("Provider") and Client Name: ("Client"). Provider and Client are each a "Party" and together the "Parties."

WHEREAS

WHEREAS, Provider has expertise in the management, maintenance, and technical support of software, systems, and related services identified in the attached exhibits; and

WHEREAS, Client desires to engage Provider to perform the services described in Section 1 below and Provider agrees to perform such services pursuant to the terms and conditions set forth in this Agreement and in the Exhibits attached hereto; and

WHEREAS, the Parties intend that the Exhibits identified in Section 7 will be deemed incorporated into and form an integral part of this Agreement.

1. SCOPE OF WORK

Provider shall perform the services, deliverables, and obligations expressly described in the Exhibits and the statement below. The Parties acknowledge that Exhibits may further describe technical specifications, acceptance criteria, and service levels.

2. PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the performance of the Scope of Work. All fees are exclusive of taxes unless otherwise stated.

Invoicing: Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed, payments are due within days of invoice receipt.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either Party may terminate for material breach if the breaching Party fails to cure such breach within 30 days after written notice of the breach.

4. CONFIDENTIALITY

During the Term and for a period of three (3) years thereafter, each Party shall hold in confidence and not disclose to any third party Confidential Information of the other Party. "Confidential Information" includes nonpublic business, technical, financial, and operational information disclosed in any form. Confidential Information does not include information that: (a) is or becomes publicly known through no breach; (b) was rightfully in possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the other Party's Confidential Information.

Each Party may disclose Confidential Information to its employees, contractors, or affiliates on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those set forth herein. A Party may also disclose Confidential Information when required by law, provided it gives prior notice to the disclosing Party to permit it to seek protective relief.

5. INTELLECTUAL PROPERTY & LICENSE

Unless otherwise set forth in an applicable Exhibit, Provider retains all right, title and interest in any pre-existing intellectual property, tools, methodologies, software, or materials used to perform the services (collectively, "Provider IP"). Client is granted a non-exclusive, non-transferable license to use deliverables for Client's internal business operations as set forth in the applicable Exhibit. Any modifications, derivative works, or enhancements to Provider IP made during performance are the property of Provider unless expressly assigned in writing.

6. INDEMNIFICATION & LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from third-party claims arising from the indemnifying Party's breach of this Agreement, negligence, or willful misconduct. Except for breaches of confidentiality, gross negligence, or indemnity obligations, neither Party's aggregate liability for direct damages shall exceed the amount paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

7. EXHIBITS

The following Exhibits, when executed by the Parties or attached as indicated, are incorporated into and form part of this Agreement:

Exhibit A — Statement of Work (Detailed tasks, deliverables, acceptance criteria)

Exhibit B — Pricing, Fees, and Payment Schedule

The Parties represent that all Exhibits listed above that are indicated as attached are complete and control in the event of any inconsistency with the body of this Agreement, unless an express provision in this Agreement specifies otherwise.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement, together with all Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both Parties.

10. NOTICES

Notices shall be in writing and delivered to the addresses specified above or to such other address as either Party may designate in writing in accordance with this Section.

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