Professional Services Tech Services Plan

PROFESSIONAL SERVICES TECH SERVICES PLAN

This Professional Services Tech Services Plan (the "Plan") is entered into as of Effective Date: by and between Client Name: , Entity Type: with principal place of business at , and Provider Name: , Entity Type: with principal place of business at . Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client requires certain technology professional services, including but not limited to system design, implementation, integration, customization, and ongoing support, as more fully described in the Scope of Services; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources to perform the Services in accordance with the specifications, service levels, and schedule set forth in this Plan; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will deliver the Services and deliverables to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Plan have the following meanings unless the context otherwise requires: "Services" means the professional technology services described in Section 2; "Deliverables" means tangible and intangible results, reports, software, documentation, and other items to be delivered to Client pursuant to the Scope of Services; "Acceptance" means Client's written confirmation that Deliverables meet Acceptance Criteria as set forth in Section 4.

2. SCOPE OF SERVICES

Provider shall provide the Services described below and in any attached Statement of Work incorporated into this Plan. Services shall be performed in a professional and workmanlike manner consistent with industry standards for similar services.

3. TERM

The initial term of this Plan shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with Section 9. The Parties may extend the term by written amendment signed by authorized representatives of both Parties.

4. ACCEPTANCE; TESTING

Deliverables shall be subject to Acceptance testing by Client during an Acceptance Period of days following delivery. Acceptance Criteria shall be the functional and performance specifications set forth in the Scope of Services. If Client reasonably rejects Deliverables for material nonconformance, Provider shall, at Provider's expense, correct or replace the Deliverables and resubmit for Acceptance within a commercially reasonable time.

5. FEES AND PAYMENT

Client shall pay Provider the fees set forth below and in any attached Fee Schedule. Unless otherwise specified, fees are payable in U.S. dollars and are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. CHANGE ORDERS

Any change to the Scope of Services shall be documented in a written Change Order executed by authorized representatives of both Parties. The Change Order shall describe the change, any adjustment to fees, and any change to the schedule. Provider shall not be obligated to proceed with Services outside the original Scope until a Change Order is executed.

7. CONFIDENTIALITY

Each Party shall keep confidential all Confidential Information disclosed by the other Party and shall not use or disclose such information except as necessary to perform its obligations under this Plan. Confidential Information excludes information that is or becomes publicly available without breach, was rightfully received from a third party, or is independently developed. The obligations of confidentiality shall survive for years after termination or expiration of this Plan.

8. INTELLECTUAL PROPERTY

Except as expressly provided herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. Provider hereby grants to Client a non-exclusive, worldwide, perpetual license to use Deliverables for Client's internal business purposes, unless the Parties agree in writing to assignment of specific Deliverables. Any third-party software or open source components included in Deliverables shall be identified in writing and governed by their respective licenses.

9. WARRANTIES; DISCLAIMER

Provider warrants that for a period of months after Acceptance, the Services and Deliverables will materially conform to the specifications set forth in this Plan. Provider's sole obligation under this warranty shall be to correct or re-perform nonconforming services. EXCEPT AS EXPRESSLY PROVIDED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the Indemnitor's breach of this Plan, negligence, or willful misconduct. The Indemnitee shall promptly notify the Indemnitor of any claim and permit the Indemnitor to control the defense and settlement of the claim, provided that no settlement admitting liability or imposing obligations on the Indemnitee may be entered into without the Indemnitee's prior written consent.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS PLAN EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS PLAN DURING THE months preceding the claim, OR , whichever is greater.

12. INSURANCE

During the term of this Plan Provider shall maintain commercial general liability, professional liability and, where applicable, cyber liability insurance with limits customary for Provider's industry. Upon request, Provider shall furnish certificates of insurance evidencing required coverage and naming Client as an additional insured when required by contract.

13. DATA PROTECTION AND SECURITY

Provider shall implement and maintain administrative, technical, and physical safeguards appropriate to the nature of the data processed under this Plan to protect against unauthorized access, disclosure, alteration or destruction. Provider shall notify Client promptly upon becoming aware of any security incident affecting Client Data and shall cooperate in incident response and remediation.

14. TERMINATION

Either Party may terminate this Plan for material breach by the other Party if the breaching Party fails to cure the breach within days after written notice. Client may terminate for convenience upon providing days' prior written notice, in which case Provider shall be entitled to payment for Services performed and reasonable termination costs incurred prior to termination.

15. NOTICES

All notices required or permitted under this Plan shall be in writing and shall be delivered to the Parties at the addresses set forth below by hand, overnight courier, or certified mail, return receipt requested, or by electronic mail with confirmation of receipt where permitted by law.

16. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, regulations and industry standards in performing its obligations under this Plan, including without limitation those governing export controls, privacy and data protection.

17. MISCELLANEOUS

Governing Law: This Plan shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

Entire Agreement: This Plan, together with any Statements of Work and Change Orders executed under it, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendments; Waiver: No amendment to this Plan shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver shall be effective unless in writing.

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

Counterparts: This Plan may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

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