Mobile Services Agreement

MOBILE SERVICES AGREEMENT

This Mobile Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with address , and Service Provider Name: with address .

RECITALS

WHEREAS, Client is engaged in business operations requiring mobile services, including but not limited to mobile application development, mobile device management, field workforce connectivity, and related support; and

WHEREAS, Service Provider is qualified to provide mobile technology and services to Client and desires to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their mutual rights and obligations in connection with the services described herein.

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work must be documented in a written Change Order signed by authorized representatives of both parties, which shall specify any adjustment to compensation or schedule.

PAYMENT TERMS

Unless otherwise agreed in writing, Service Provider will invoice Client in accordance with the Payment Schedule. Invoices are due and payable within days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, assessed monthly on outstanding balances.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and, unless earlier terminated as provided herein, will expire on End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately upon written notice for the other party's material breach that is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

If checked, the Agreement will automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least the notice period specified above.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party (the "Discloser") except as necessary to perform obligations under this Agreement. "Confidential Information" includes non-public business information, technical data, trade secrets, customer lists, pricing, and information marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Recipient may disclose Confidential Information to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations of confidentiality do not extend to information that: (a) is or becomes publicly known through no breach of this Agreement by the Recipient; (b) was lawfully in Recipient's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Upon written request, Recipient will return or destroy all tangible Confidential Information.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement, subject to Client's full payment of fees due. Service Provider retains ownership of pre-existing materials, tools, methodologies, and general skills, know-how, and information not specific to Client's Confidential Information. If the parties intend otherwise for certain Deliverables, such exceptions must be expressly identified in a written addendum.

INSURANCE & SUBCONTRACTING

Service Provider shall maintain commercial general liability and professional liability insurance appropriate to the scope of Services and shall provide evidence of such insurance upon Client's reasonable request. Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the performance of its subcontractors and for compliance with this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of state and federal courts located within that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and signed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses listed at the beginning of this Agreement or to such other address as either party may designate by notice. Notice shall be deemed given upon personal delivery, one (1) business day after deposit with an overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. 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 transmitted by electronic means shall be effective as originals.

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