Online Service Agreement

ONLINE SERVICE AGREEMENT

This Online Service Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to obtain certain online services and related deliverables described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and systems necessary to provide the online services and deliverables under the terms set forth in this Agreement.

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

1. Definitions

"Services" means the online services, support, maintenance, hosting, and any related work to be performed by Service Provider as described in the Scope of Work. "Deliverables" means tangible or digital items to be delivered to Client under the Scope of Work. "Confidential Information" has the meaning set forth in Section 6.

2. Scope of Work

Service Provider will perform the Services and deliver the Deliverables described below. The scope, deliverables, acceptance criteria, and milestones shall be as follows:

3. Payment Terms

Client shall pay Service Provider the fees and charges set forth below in consideration for the Services and Deliverables. All fees are payable in United States dollars unless otherwise agreed in writing.

Service Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, invoices are due net days from invoice date. Late payments shall accrue interest at the rate of % per month or the maximum permitted by law, whichever is less.

Client is responsible for all applicable sales, use, value-added or other taxes (excluding taxes based on Service Provider's net income) unless Client provides a valid exemption certificate.

4. Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice of such breach. Termination does not relieve Client of the obligation to pay for Services performed and non-cancellable commitments made prior to the effective date of termination.

5. Confidentiality

Each party shall keep Confidential Information of the other party strictly confidential, shall not use such information except to perform its obligations under this Agreement, and shall restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is already known by the receiving party without restriction at the time of disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination, receiving party will promptly return or destroy Confidential Information and certify in writing the return or destruction of such materials. The obligations of confidentiality shall survive termination for a period of three (3) years except with respect to trade secrets, which shall survive for as long as such information qualifies as a trade secret under applicable law.

6. Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools, including software, methodologies, and templates ("Provider Materials"). Subject to full payment of all amounts due, Service Provider grants Client a non-exclusive, non-transferable license to use the Deliverables for Client's internal business purposes. Any open-source components delivered shall remain subject to their respective open-source licenses.

7. Warranties; Limitation of Liability

Service Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

8. Data Security and Privacy

Service Provider shall implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Client data processed in connection with the Services. Service Provider will notify Client without undue delay upon becoming aware of any unauthorized access to Client data.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of this Agreement.

10. Miscellaneous

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

Notices. Notices shall be in writing and delivered to the addresses set by the parties in writing. Electronic delivery shall be effective if received and documented.

Force Majeure. Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

11. Entire Agreement

This Agreement, including any schedules or exhibits incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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