Professional IT Services Agreement

PROFESSIONAL IT SERVICES AGREEMENT

This Professional IT Services Agreement (the Agreement) is made and entered into as of , (the Effective Date) by and between Service Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

Recitals

WHEREAS, Service Provider is engaged in the business of providing information technology services, including but not limited to systems integration, software development, managed services and technical support; and

WHEREAS, Client desires to engage Service Provider to perform certain information technology services as set forth in one or more Statements of Work and Service Provider is willing to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the provision of services, deliverables, fees, intellectual property rights, confidentiality and related allocations of risk between them.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following definitions apply: "Services" means the professional IT services described in a Statement of Work; "Statement of Work" or "SOW" means a written document executed by the parties that describes the scope, deliverables, schedule and fees for particular Services; "Deliverables" means work product delivered by Service Provider to Client under a SOW; "Background IP" means intellectual property owned or licensed by a party prior to the Effective Date or developed outside the scope of this Agreement.

2. Scope of Services

Service Provider shall provide the Services described in one or more Statements of Work executed by the parties. Each SOW shall be subject to the terms of this Agreement and shall specify deliverables, acceptance criteria, milestones and a firm or estimated schedule.

3. Deliverables and Acceptance

Service Provider shall deliver Deliverables in accordance with an applicable SOW. Client shall review and either accept or provide written rejection identifying deficiencies within days of receipt. If Client does not provide timely rejection, Deliverables shall be deemed accepted.

4. Fees, Expenses and Payment

Unless otherwise stated in an SOW, Client shall pay Service Provider within days of invoice. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower.

5. Term and Termination

The term of this Agreement shall commence on the Effective Date and continue until the later of completion of all SOWs or termination as provided herein (the Term). Either party may terminate this Agreement or any SOW upon days' prior written notice to the other party for convenience.

Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice.

6. Confidentiality

Each party (Recipient) shall keep confidential and not disclose or use any Confidential Information of the other party (Discloser) except as necessary to perform its obligations under this Agreement. Confidential Information includes non-public business, technical, security and personal data disclosed in connection with the Services. Confidential Information does not include information that is or becomes publicly known through no fault of Recipient, is independently developed by Recipient without use of Discloser's Confidential Information, or is required to be disclosed by law subject to reasonable notice to Discloser.

7. Intellectual Property

Except as otherwise provided in an SOW, Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use Deliverables for Client's internal business purposes. Title to Deliverables created specifically for Client shall transfer to Client upon full payment, provided that Service Provider retains ownership of its Background IP. Any pre-existing materials, tools, methodologies or general skills, even if incorporated into Deliverables, shall remain the property of Service Provider unless expressly assigned in writing.

8. Warranties; Disclaimers

Service Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards for a period of days following acceptance. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, the aggregate liability of each party shall not exceed the greater of (a) the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim, or (b) . IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF DATA OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

10. Indemnification

Service Provider shall defend, indemnify and hold harmless Client from and against any third-party claims alleging that the Deliverables infringe a third party's patent, copyright or trade secret, provided that Client promptly notifies Service Provider in writing of such claim, allows Service Provider to control the defense and cooperates in the defense. Client shall indemnify Service Provider for claims arising out of Client's misuse of Deliverables or Client-provided materials.

11. Data Security and Privacy

Service Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of Client Data processed under this Agreement, including reasonable access controls, encryption where appropriate, and monitoring. In the event of a data breach affecting Client Data, Service Provider shall notify Client without unreasonable delay and in any event within hours of discovery and shall cooperate in mitigation and regulatory notification as required.

12. Subcontracting

Service Provider may engage subcontractors to perform Services provided that Service Provider remains responsible for the performance of such subcontractors and ensures they are bound by confidentiality and security obligations consistent with this Agreement. Client consent to the use of subcontractors is required

13. Insurance

Service Provider shall maintain, at its expense, insurance coverage customary for the industry, including commercial general liability and professional liability/errors & omissions with limits no less than:

14. Notices

All notices under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth below or to such other address as a party designates by notice in accordance with this section. Notices are effective upon receipt.

15. Amendments; Waiver; Counterparts

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right. This Agreement may be executed in counterparts and signatures transmitted by electronic means shall be deemed originals.

16. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. This Agreement, together with all executed SOWs, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

17. Miscellaneous Provisions

The relationship of the parties is that of independent contractors. Nothing in this Agreement creates a joint venture, partnership or agency relationship. Each party warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

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