Professional Services Support Agreement

PROFESSIONAL SERVICES SUPPORT AGREEMENT

This Professional Services Support Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Provider). Each of Client and Provider may be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is in the business of providing professional services and technical support relating to software, systems, and related consulting services as further described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform the professional services and to provide ongoing support in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth the terms that will govern the performance of the Services and the delivery of Support, including service levels, fees, confidentiality, intellectual property, and remedies for breach.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the professional consulting, configuration, integration, maintenance and other services to be performed by Provider as described in the Scope of Services.

1.2 "Support" means the technical support services and service level commitments set forth in this Agreement.

1.3 "Deliverables" means reports, software modifications, documentation and other materials specifically delivered to Client by Provider in the course of performing the Services.

2. SCOPE OF SERVICES

2.1 Provider will perform the Services as set forth in the Scope of Services. The detailed Scope of Services is described below and may be supplemented by written Change Orders executed by the Parties.

3. TERM; TERMINATION

3.1 Term. This Agreement commences on the Effective Date and will continue for an initial term of months (Initial Term), unless earlier terminated in accordance with this Agreement. Thereafter the Agreement will .

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after written notice specifying the breach.

3.3 Termination for Convenience. Either Party may terminate this Agreement without cause upon days' prior written notice to the other Party. Upon termination Provider will invoice Client for Services performed and non-cancellable commitments incurred through the effective date of termination.

4. FEES AND PAYMENT

4.1 Fees. Client will pay Provider the fees set forth below and in any applicable Statement of Work. Billing rate or fixed fee: per .

4.2 Invoicing; Payment Terms. Provider will invoice Client in accordance with the billing schedule. Client shall pay all undisputed invoices within days of receipt. Overdue amounts bear interest at per month or the maximum rate permitted by law, whichever is lower.

4.3 Taxes. Fees are exclusive of taxes. Client is responsible for sales, use, value-added or similar taxes, excluding taxes based on Provider's net income.

5. SUPPORT LEVELS; SERVICE LEVEL AGREEMENT (SLA)

5.1 Support Hours. Provider will provide Support during Support Hours: (local time).

5.2 Response and Resolution Targets. Provider will use commercially reasonable efforts to meet the following targets: critical incidents — initial response within ; high priority — initial response within ; standard — initial response within .

5.3 Service Credits. If Provider materially fails to meet SLA targets, Client may be entitled to service credits as specified in a Statement of Work. Service credits are Client's sole and exclusive remedy for failure to meet SLA targets.

6. CLIENT RESPONSIBILITIES

6.1 Client will provide reasonable cooperation, access to systems, timely information, and a designated point of contact. Client is responsible for maintaining backups of its systems and data and for obtaining any necessary third-party licenses.

7. CHANGE ORDERS

7.1 Any changes to the Scope of Services shall be effected only by a written Change Order signed by authorized representatives of both Parties, specifying the change, any impact on fees, and any adjustment to schedule.

8. CONFIDENTIALITY

8.1 Each Party (Receiving Party) shall hold in confidence and not disclose Confidential Information of the other Party (Disclosing Party) except to its employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

8.2 Confidential Information does not include information that is (i) publicly available other than by breach of this Agreement; (ii) known to Receiving Party prior to disclosure by Disclosing Party; (iii) rightfully received from a third party without restriction; or (iv) independently developed by Receiving Party.

8.3 The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party and cooperates to seek confidential treatment or protective order.

9. INTELLECTUAL PROPERTY

9.1 Existing Materials. Each Party retains all right, title and interest in and to its pre-existing intellectual property and materials. Nothing in this Agreement transfers ownership of pre-existing intellectual property.

9.2 Deliverables. Subject to Client's payment of all amounts due, Provider hereby grants Client a perpetual, non-exclusive, worldwide license to use the Deliverables for Client's internal business purposes. Provider retains ownership of Provider's tools, methodologies, and general know-how used in creating the Deliverables.

10. WARRANTIES; DISCLAIMER

10.1 Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Provider's sole and exclusive obligation and Client's sole remedy shall be re-performance of the nonconforming Services at Provider's expense.

10.2 EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, EXCEPT WHERE APPLICABLE LAW PROHIBITS SUCH LIMITATION.

12. INDEMNIFICATION

12.1 Provider agrees to indemnify, defend and hold Client harmless from and against any third-party claims arising from Provider's gross negligence or willful misconduct in the performance of the Services, and from any claim that Deliverables, as delivered by Provider, infringe a third party's issued patent, copyright or trademark.

12.2 Client agrees to indemnify, defend and hold Provider harmless from and against claims arising from Client's misuse of the Deliverables or Client data, or Client's breach of this Agreement.

13. INSURANCE

13.1 Each Party shall maintain commercially reasonable insurance coverage appropriate to its obligations under this Agreement, including general liability and professional liability insurance where applicable.

14. NOTICES

14.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by written notice. Notices are effective upon personal delivery, upon confirmed fax or email transmission, or three (3) business days after deposit in the mail with first-class postage prepaid.

15. ASSIGNMENT

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

16. FORCE MAJEURE

16.1 Neither Party shall be liable for any failure or delay in performance to the extent caused by acts beyond its reasonable control, including acts of God, war, terrorism, labor disputes, epidemics, governmental action, or interruption of utilities or telecommunications (Force Majeure Event). The affected Party shall use commercially reasonable efforts to resume performance as soon as practicable.

17. GOVERNING LAW; DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

17.2 Dispute Resolution. The Parties shall attempt in good faith to resolve disputes arising under this Agreement. If the Parties cannot resolve a dispute within thirty (30) days, the dispute shall be settled by binding arbitration conducted in accordance with commercially reasonable arbitration rules selected by the Parties, and judgment on the award may be entered in any court of competent jurisdiction.

18. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

18.1 Entire Agreement. This Agreement and any Exhibits and Statements of Work constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals and communications, whether oral or written.

18.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the original intent.

18.3 Amendments and Waiver. Any amendment to this Agreement must be in writing and signed by both Parties. No waiver of any breach shall be effective unless in writing and signed by the waiving Party.

18.4 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 effective and binding.

19. MISCELLANEOUS

19.1 Relationship of the Parties. Provider is an independent contractor and not an employee, agent or partner of Client. Nothing in this Agreement creates a joint venture or partnership.

19.2 Publicity. Neither Party shall use the other Party's name or trademarks in marketing materials without the other Party's prior written consent, except that Provider may list Client as a client on Provider's reference list unless Client provides written objection.

ADDITIONAL TERMS

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