Proposed Service Contract

PROPOSED SERVICE CONTRACT

This Proposed Service Contract ("Agreement") is made and entered into as of , by and between Service Provider Name: , an entity of type Corporation LLC Individual, with principal place of business at ; and Client Name: , an entity of type Corporation LLC Individual, with principal place of business at . Service Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services described herein and possesses the skill, personnel and resources necessary to furnish such services; and

WHEREAS, Client desires to retain Service Provider to perform the services described below under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that the engagement shall be governed by the terms of this Agreement and that the Parties will perform their respective obligations herein in good faith.

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

1. SERVICES

1.1 Scope. Service Provider shall provide the services and deliverables described in the Statement of Work attached hereto or described below (the "Services"). The Parties agree that the Services shall include, at a minimum, the following:

1.2 Performance Standard. Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and shall comply with reasonable written policies provided by Client that are applicable to the Services and communicated in advance.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided herein.

2.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

2.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party. Upon termination, Client shall pay Service Provider for all Services performed and reasonable non-cancellable commitments incurred through the effective date of termination.

3. COMPENSATION

3.1 Fees. Client shall pay Service Provider the fees set forth below or in the applicable Statement of Work. The fee for the Services shall be USD, exclusive of applicable taxes, unless otherwise agreed in writing.

3.2 Late Payment. Unpaid amounts shall accrue interest at a rate of per month or the maximum rate permitted by law, whichever is less.

4. INVOICING AND PAYMENT

4.1 Invoices. Service Provider shall submit invoices to Client in accordance with the schedule set forth above. Invoices shall include reasonable detail of Services performed and expenses incurred.

4.2 Payment Terms. Unless otherwise agreed, Client shall pay all undisputed invoices within thirty (30) days of receipt. If Client disputes an invoice in good faith, Client shall notify Service Provider in writing and the Parties shall attempt in good faith to resolve the dispute.

5. EXPENSES

Client shall reimburse Service Provider for pre-approved out-of-pocket expenses incurred in connection with the performance of the Services upon submission of reasonable documentation. Reimbursable expenses exclude expenses resulting from Service Provider's negligence.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. Each Party shall (a) hold Confidential Information in confidence using the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information except to its employees, agents or subcontractors on a need-to-know basis; and (c) use Confidential Information solely to perform its obligations under this Agreement.

6.3 Exceptions. Confidential Information does not include information that (i) is or becomes publicly known without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other Party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing Party gives prompt notice to the other Party and cooperates to seek protective measures.

7. INTELLECTUAL PROPERTY

7.1 Background IP. Each Party retains all right, title and interest in and to its background intellectual property developed or owned prior to or outside the scope of this Agreement.

7.2 Deliverables. Subject to Client's timely payment in full of all amounts due, Service Provider hereby assigns to Client all right, title and interest in the final deliverables specifically created for Client under this Agreement, excluding Service Provider's tools, methodologies, templates and pre-existing materials, which shall remain Service Provider's sole property.

8. WARRANTIES; DISCLAIMER

8.1 Limited Warranty. Service Provider warrants that the Services will be performed in a professional manner consistent with prevailing industry standards. For any breach of this warranty, Service Provider's sole obligation shall be to reperform the deficient Services or, if Service Provider cannot reasonably cure, to refund the fees paid for the deficient Services.

8.2 Disclaimer. Except as expressly set forth in this Agreement, Service Provider disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. INDEMNIFICATION

9.1 By Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against third-party claims arising out of Service Provider's gross negligence, willful misconduct or material breach of this Agreement.

9.2 By Client. Client shall indemnify, defend and hold harmless Service Provider and its officers, directors and employees from and against third-party claims arising from Client's use of the deliverables, Client-provided materials, or Client's breach of this Agreement.

10. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of Sections 6 (Confidentiality) or 9 (Indemnification), neither Party's aggregate liability under this Agreement shall exceed the total fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

11. INSURANCE

Service Provider shall maintain, at its expense, general liability insurance and, where applicable, professional liability/errors and omissions insurance with limits no less than USD per occurrence and shall provide certificates upon Client's request.

12. SUBCONTRACTING; ASSIGNMENT

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the subcontractor's performance. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets.

13. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including export control laws and data protection requirements applicable to the Services.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the address set forth below (or to such other address as a Party may designate by notice). Notices shall be deemed given upon personal delivery, one business day after delivery by reputable overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the Parties agree to mediation followed by binding arbitration in the governing state if mediation is unsuccessful. Nothing in this Section prevents either Party from seeking injunctive or other equitable relief in a court of competent jurisdiction.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. MISCELLANEOUS

The Parties are independent contractors. Nothing in this Agreement shall create an employment, agency, partnership or joint venture relationship between the Parties. Headings are for convenience only and shall not affect interpretation.

Sign Now