Remote Services Agreement

REMOTE SERVICES AGREEMENT

This Remote Services Agreement (the "Agreement") is entered into as of by and between Service Provider: , a organized under the laws of , with principal place of business at (\"Service Provider\"), and Client: , a organized under the laws of , with principal place of business at (\"Client\").

RECITALS

WHEREAS, Service Provider has expertise in providing remote technical, professional and/or managed services as described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain remote services, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define the scope, compensation, confidentiality, security, intellectual property and other rights and obligations relating to the remote services.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall provide the remote services described in the Service Description below (the "Services") in accordance with the performance standards and deliverables set forth in this Agreement.

1.2 Standards. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Service Provider shall use qualified personnel and shall comply with Client's reasonable policies for remote access and security as provided in writing prior to commencement.

2. TERM

2.1 Term. The term of this Agreement shall commence on and continue until , unless earlier terminated in accordance with this Agreement.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below for the Services. Fees are exclusive of applicable taxes unless otherwise stated.

3.2 Invoicing and Payment. Service Provider will submit invoices to Client in accordance with the billing schedule. Client shall pay all undisputed invoiced amounts within days of receipt. Past due amounts shall accrue interest at or the maximum permitted by law, whichever is lower.

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse reasonable, pre-approved expenses incurred by Service Provider in connection with performance of the Services upon receipt of supporting documentation. Travel and other significant expenses require Client's prior written approval.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

5.2 Obligations. The Receiving Party shall (a) protect Confidential Information with the same degree of care it uses for its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, contractors or advisors who need access and who are bound by confidentiality obligations no less protective than those herein.

5.3 Exceptions. Confidential Information shall not include information that is: (a) publicly available without breach of this Agreement; (b) already rightfully known to the Receiving Party without restriction; (c) independently developed by the Receiving Party; or (d) rightfully received from a third party without confidentiality obligations.

6. DATA SECURITY AND PRIVACY

6.1 Security Measures. Service Provider shall implement and maintain administrative, technical and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration or destruction. Such safeguards shall be reasonably appropriate to the nature of the Client Data and the Services.

6.2 Data Breach. Service Provider shall notify Client without undue delay and in any event within days after becoming aware of a security incident affecting Client Data, provide information on the nature of the incident, and cooperate in mitigation and notification efforts as reasonably requested by Client.

7. INTELLECTUAL PROPERTY

7.1 Preexisting Materials. Each party retains all right, title and interest in and to its preexisting intellectual property. Nothing in this Agreement transfers ownership of preexisting materials.

7.2 Work Product. Subject to Client's payment obligations, Service Provider hereby assigns to Client all right, title and interest in the deliverables and work product specifically created for Client under this Agreement, to the extent transferable. Service Provider retains ownership of general knowledge, methodologies, tools and preexisting code and materials embedded in the deliverables, and grants Client a nonexclusive, perpetual, worldwide license to any such retained materials to the extent necessary to use the deliverables for Client's internal business purposes.

8. WARRANTIES; DISCLAIMER

8.1 Warranties. Service Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Service Provider will re-perform the nonconforming Services at no additional charge.

8.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED \"AS IS\" AND 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 any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence, willful misconduct or material breach of this Agreement, including any claim that the deliverables infringe a third party's intellectual property rights.

9.2 By Client. Client shall indemnify, defend and hold harmless Service Provider for claims arising from Client's use of the Services in violation of this Agreement, Client's data, or Client's instructions to Service Provider that result in a third-party claim.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED OR THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, WHICHEVER IS LESS.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

11.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Service Provider shall cease performance, deliver all completed work and reasonable transition assistance, and Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

12. TRANSITION ASSISTANCE

If requested by Client, Service Provider shall provide reasonable transition assistance for a period of up to days following termination, at Service Provider's then-current rates, to facilitate an orderly transition of the Services.

13. NOTICES

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 notice. Notices shall be deemed given: (a) upon personal delivery; (b) three (3) business days after deposit with a nationally recognized courier; or (c) upon confirmed electronic delivery if followed by a hard copy by courier.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, including any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral.

15.2 Severability. If any provision of this Agreement is held to be 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 comes closest to the parties' intent.

16. AMENDMENTS; WAIVER; COUNTERPARTS

16.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

16.2 Waiver. Failure or delay by either party to exercise any right shall not operate as a waiver of that right unless a waiver is set forth in a writing signed by the waiving party.

16.3 Counterparts. This Agreement 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. A facsimile or electronic signature shall be deemed an original signature for all purposes.

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