Professional Gateway Services Agreement

PROFESSIONAL GATEWAY SERVICES AGREEMENT

This Professional Gateway Services Agreement (the "Agreement") is entered into as of by and between Service Provider: , an entity of type Corporation LLC Other, with principal place of business: (hereinafter "Provider"), and Client: , an entity of type Corporation LLC Other, with principal place of business: (hereinafter "Client").

RECITALS

WHEREAS, Provider maintains and operates gateway infrastructure, integration services, and related technical support for secure connectivity and data exchange (the "Gateway Services"); and

WHEREAS, Client requires Provider to implement, configure, and operate the Gateway Services to enable Client's applications and third-party integrations; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver the Gateway Services and Client will pay for such services.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the Gateway Services, implementation, integration, hosting, maintenance, monitoring and related professional services described in Section 2 and in any Statement of Work executed under this Agreement.

1.2 "Deliverables" means any tangible or electronic work product provided by Provider to Client as part of the Services.

1.3 "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Services. Provider shall perform the Gateway Services described in the Scope of Services:

2.2 Change Orders. Any change to the Services shall be documented in a written change order that specifies adjustments to deliverables, schedule and fees, signed by authorized representatives of both parties before the change is performed.

3. TERM

3.1 Term. The term of this Agreement shall commence on the Service Commencement Date: and continue until the Service Term End Date: unless earlier terminated in accordance with Section 9.

4. FEES, INVOICING AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below and in any attached Statement of Work. Recurring fees:

4.2 Invoicing and Payment Terms. Provider shall invoice Client in accordance with the schedule set forth in the applicable Statement of Work. Unless otherwise stated, payment is due within days of invoice. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower.

5. EXPENSES

Provider will be reimbursed for reasonable and documented out-of-pocket expenses incurred in the performance of Services, provided that such expenses are pre-approved in writing by Client where required by the applicable Statement of Work.

6. CONFIDENTIALITY

6.1 Each party shall protect Confidential Information of the other using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that is publicly known through no fault of the receiving party, independently developed without use of Confidential Information, or rightfully obtained from a third party without restriction.

6.2 Use Limitation. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose such Confidential Information to any third party other than permitted subcontractors, advisors, or as required by law, provided that such recipients are bound by confidentiality obligations at least as protective as those in this Agreement.

7. DATA SECURITY AND PRIVACY

7.1 Provider shall maintain administrative, technical and physical safeguards appropriate to the nature of the data processed to protect Personal Data against unauthorized access, loss or disclosure. Specific security measures to be implemented are described in the Security Addendum or Statement of Work.

7.2 Breach Notification. Provider shall notify Client without undue delay and in no event later than hours after discovery of a confirmed security breach affecting Client Data, and shall cooperate in good faith with Client in breach response and remediation.

8. INTELLECTUAL PROPERTY

8.1 Background IP. Each party retains all right, title and interest in and to its Background Intellectual Property. Provider grants Client a non-exclusive, non-transferable, revocable license to use Provider Background IP solely to the extent necessary to use the Services and Deliverables during the term of this Agreement.

8.2 Deliverables. Subject to Client's timely payment of all amounts due, Provider hereby grants Client a perpetual, worldwide, non-exclusive license to use, execute, reproduce and display the Deliverables for Client's internal business purposes, except that Provider retains ownership of all Provider Proprietary Technology incorporated in the Deliverables.

9. WARRANTIES; DISCLAIMER

9.1 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Provider's sole obligation shall be to re-perform the non-conforming Services, or if Provider cannot remedy the breach within a reasonable time, Client may terminate the affected Statement of Work and receive a refund of prepaid fees for such Services.

9.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or infringement of third-party intellectual property rights, in no event shall either party's aggregate liability under this Agreement exceed the amount of fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, punitive or special damages.

11. INDEMNIFICATION

11.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any third-party claims that the Services or Deliverables, as provided, infringe any issued patent, copyright or trademark, provided that Client gives prompt notice, cooperates in the defense and allows Provider to control the defense and settlement.

11.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against claims arising out of Client Data or Client's misuse of the Services.

12. INSURANCE

Provider shall maintain commercially reasonable insurance coverage, including general liability and professional liability/errors & omissions insurance with limits commensurate with industry standards. Upon request, Provider shall provide certificates of insurance reasonably requested by Client.

13. TERMINATION

13.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

13.2 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and unreimbursed expenses incurred through the effective date of termination. Each party shall return or destroy the other party's Confidential Information and Client shall receive Deliverables subject to payment in full.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below, or to such other address as a party may designate in writing. Notices shall be effective upon receipt.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in its entirety to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

15.2 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, or failures of third-party services, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

15.3 Amendments and Waiver. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be deemed a waiver of any other right or of any subsequent breach.

15.4 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 law principles.

15.5 Entire Agreement. This Agreement, together with any Statements of Work and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

15.6 Severability. If any provision of this Agreement is held 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 achieving the original intent.

15.7 Counterparts. 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 delivered by electronic means shall be binding.

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