Professional Services PEGA Agreement

PROFESSIONAL SERVICES PEGA AGREEMENT

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

RECITALS

WHEREAS, Client desires to engage Service Provider to perform professional services related to configuration, implementation, integration, customization, optimization and support of the PEGA platform and associated deliverables described in this Agreement; and

WHEREAS, Service Provider represents that it possesses the specialized skills, experience and certified personnel necessary to provide PEGA implementation and related professional services in accordance with industry standards and the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions governing the performance, delivery, acceptance, ownership and payment for such services and deliverables.

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

1. DEFINITIONS

1.1 "Services" means the professional services to be performed by Service Provider as described in Section 2 and in any Statement of Work executed under this Agreement. "Deliverables" means tangible and intangible work product, including but not limited to software components, configurations, documentation, test plans and scripts, created specifically for Client in connection with the Services.

2. SCOPE OF SERVICES

2.1 Services to be performed by Service Provider are described as follows. Client and Service Provider acknowledge that the description below and any incorporated Statement of Work collectively define the scope and expected outcomes.

3. TERM

3.1 This Agreement commences on the Effective Date and shall continue for an initial term of months, unless earlier terminated in accordance with Section 14. The parties may extend the Term by written amendment.

4. FEES AND PAYMENT

4.1 Client shall pay Service Provider the fees set forth in the applicable Statement of Work or as identified below. Unless otherwise specified, fees are stated in United States dollars and exclude applicable taxes.

Fixed fee    Time & Materials    Milestone-based

4.2 Invoices shall be issued in accordance with the billing schedule in the applicable Statement of Work or, if none, monthly in arrears. Payment is due within days of Client's receipt of a properly rendered invoice. Overdue amounts shall accrue interest at .

5. ACCEPTANCE

5.1 Deliverables will be subject to acceptance testing as set forth in the applicable Statement of Work or acceptance criteria provided with each Deliverable. Unless Client provides written notice of rejection specifying reasons within 15 days of delivery, the Deliverable shall be deemed accepted.

6. CONFIDENTIALITY

6.1 Each party (Receiving Party) shall hold in confidence Confidential Information disclosed by the other party (Disclosing Party) and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Confidential Information excludes information that: (a) was already known to Receiving Party without restriction; (b) is or becomes publicly available through no breach by Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Receiving Party.

6.2 The obligations of confidentiality shall survive termination of this Agreement for years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

7. INTELLECTUAL PROPERTY

7.1 Pre-existing intellectual property, tools, templates, methodologies, algorithms and other materials owned or developed by a party prior to or outside the scope of this Agreement ("Background IP") shall remain the sole property of that party. Service Provider hereby grants Client a non-exclusive, non-transferable license to Background IP incorporated into the Deliverables solely to the extent necessary to use the Deliverables as intended.

7.2 Except for Background IP, upon full payment of all fees due hereunder, Service Provider shall assign to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement. To effectuate such assignment, Service Provider will execute any documents reasonably requested by Client.

8. WARRANTIES; DISCLAIMER

8.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry practice and that Deliverables will materially conform to the acceptance criteria set forth in the applicable Statement of Work for a period of 90 days after acceptance. Service Provider's sole obligation for breach of the foregoing warranty is, at Service Provider's option, to re-perform the deficient Services or to refund fees attributable to the nonconforming deliverable.

8.2 EXCEPT AS SET FORTH IN SECTION 8.1, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, WILLFUL MISCONDUCT OR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR VIOLATION OF LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED OR THE AMOUNTS ACTUALLY PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR 12 MONTHS, WHICHEVER IS GREATER.

10. INDEMNIFICATION

10.1 Service Provider shall defend, indemnify and hold Client harmless from and against any third-party claims alleging that Deliverables, when used as authorized in this Agreement, infringe any issued patent, copyright or trade secret, provided that Client gives prompt written notice of any claim and permits Service Provider to control the defense and settlement thereof. Client shall cooperate in the defense at Service Provider's expense.

11. DATA PROTECTION

11.1 Each party shall comply with applicable data protection laws in respect of personal data processed in connection with the Services. Service Provider will implement and maintain technical and organizational measures appropriate to the risk.

11.2 In the event of a suspected data breach affecting Client data, Service Provider will notify Client without undue delay and in any event within hours of becoming aware and will reasonably cooperate with Client's remediation and regulatory obligations.

12. SUBCONTRACTING

12.1 Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for performance and compliance with this Agreement. Service Provider shall ensure subcontractors are bound by written obligations no less protective than those set forth herein.

Subcontracting allowed: Yes

13. INSURANCE

14. TERMINATION

14.1 Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within 30 days after receipt of written notice specifying the breach.

14.2 Upon termination, Client shall pay Service Provider for Services performed and Deliverables accepted through the effective date of termination. Sections concerning payment, confidentiality, intellectual property, indemnification, limitation of liability and survival shall survive termination.

15. NOTICES

15.1 All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notices are effective upon delivery when delivered in person, by nationally recognized overnight courier, or three days after deposit in the U.S. mail, postage prepaid.

16. ASSIGNMENT; AMENDMENT; WAIVER

16.1 Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations. 16.2 Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. 16.3 No failure or delay by either party in exercising any right will operate as a waiver of that right.

17. SEVERABILITY; ENTIRE AGREEMENT; GOVERNING LAW

17.1 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 that achieves the original intent. 17.2 This Agreement, together with any Statements of Work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. 17.3 This Agreement shall be governed by and construed in accordance with the laws chosen by the parties below. Governing law:

18. COUNTERPARTS; ELECTRONIC SIGNATURES

18.1 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, including by facsimile or electronic signature service, shall be binding and treated as original signatures.

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