Professional Services Subscription Agreement

PROFESSIONAL SERVICES SUBSCRIPTION AGREEMENT

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

RECITALS

WHEREAS, Service Provider provides professional subscription-based services, including software-enabled services, technical support and consulting, as set forth in this Agreement; and

WHEREAS, Client desires to obtain and Service Provider desires to provide such services on the terms and conditions set forth herein.

WHEREAS, the parties intend that certain statements of work, exhibits, purchase orders or order forms (each an Order Form) may be executed from time to time and shall be governed by the terms of this Agreement.

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

1. DEFINITIONS

1.1 "Services" means the subscription professional services, deliverables, support and any related services described in an Order Form and performed by Service Provider for Client under this Agreement.

1.2 "Confidential Information" means non-public business, technical or financial information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential, including pricing, trade secrets and deliverables.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services described in each Order Form executed by the parties. Each Order Form shall include a description of work, deliverables, schedule, fees and acceptance criteria. The description of Services for the initial subscription is set forth below.

2.2 Change Orders. Any changes to the Services shall be set forth in a written change order signed by both parties and shall include adjustments to the Fees and delivery schedule.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for months (Initial Term), and shall automatically renew for successive periods of the same duration unless either party delivers written notice of non-renewal at least days prior to the end of the then-current term.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice of the breach.

3.3 Effect of Termination. Upon expiration or termination, Client shall pay Service Provider for all Services performed through the effective date of termination and for any non-cancellable commitments. Service Provider shall deliver to Client all completed deliverables and return or destroy Confidential Information as directed by Client.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay the subscription fees and any additional fees set forth in each Order Form. The initial subscription fee is: $ per .

4.2 Invoicing and Payment. Service Provider will invoice Client in accordance with the billing schedule set forth in the applicable Order Form. Unless otherwise stated, invoices are due and payable within days of the invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.3 Taxes. Fees are exclusive of taxes, levies or duties imposed by governmental authorities. Client shall be responsible for all applicable taxes, except taxes based on Service Provider's net income.

5. SERVICE LEVELS AND SUPPORT

5.1 Service Provider will provide support in accordance with the support levels stated in the applicable Order Form. Standard support hours are , and response targets are described below.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each party shall protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be used except to perform obligations under this Agreement and shall not be disclosed to third parties except to those employees, contractors, or advisors having a need to know and who are bound by confidentiality obligations no less protective than those herein.

6.2 Exclusions. Confidential Information does not include information that is or becomes generally available to the public other than through breach of this Agreement, was rightfully known prior to disclosure, or is independently developed without use of the other party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Ownership. As between the parties, Service Provider retains ownership of all Service Provider Pre-Existing Materials, software, tools and methodologies used in performing the Services. Client retains ownership of Client Data.

7.2 Deliverables. Subject to Client's payment of all Fees, Service Provider grants Client a non-exclusive, non-transferable license to use the Deliverables solely for Client's internal business purposes as set forth in the applicable Order Form. Service Provider may collect and anonymize usage data for benchmarking and product improvement purposes.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranties. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Service Provider Warranty. Service Provider warrants that Services will be performed with commercially reasonable skill and care consistent with industry standards. For any breach of this warranty, Service Provider's sole obligation, and Client's exclusive remedy, shall be re-performance of the non-conforming Services or, if Service Provider cannot substantially correct the deficiency, a pro rata refund of fees for the deficient Services.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

9.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE ORDER FORM DURING THE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

10.1 By Service Provider. Service Provider shall defend, indemnify and hold Client harmless from and against any third-party claims alleging that the Deliverables infringe a third party's issued patent, copyright or trade secret, provided that Client provides prompt written notice of the claim, grants control of the defense to Service Provider, and cooperates reasonably.

10.2 By Client. Client shall defend, indemnify and hold Service Provider harmless from and against any third-party claims arising from Client Data, Client's use of the Services in breach of this Agreement, or Client's negligence or willful misconduct.

11. DATA PROTECTION

11.1 Compliance. Each party shall comply with applicable data protection laws in connection with its processing of personal data. Service Provider shall implement reasonable technical and organizational measures to protect Client Data against unauthorized or unlawful processing and accidental loss, destruction or damage.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

13. MISCELLANEOUS

13.1 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.

13.2 Entire Agreement. This Agreement, together with all executed Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

13.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

13.5 Counterparts. This Agreement may be executed in counterparts, and facsimile or electronic signatures shall be treated as originals for all purposes.

14. ORDER FORM ACKNOWLEDGMENT

Each Order Form executed by the parties is incorporated into this Agreement and is subject to all terms and conditions herein. In the event of a conflict between an Order Form and this Agreement, the terms of this Agreement shall control unless the Order Form expressly states otherwise in writing.

Sign Now