Service Organization Agreement

SERVICE ORGANIZATION AGREEMENT

This Service Organization Agreement ("Agreement") is entered into as of by and between Client Name: with principal address: and Service Provider Name: with principal address: . Client and Service Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of providing organizational, operational and technical services including but not limited to the services described in Section 1 (the "Services"); and

WHEREAS, Client desires to retain Service Provider to perform the Services for Client and Service Provider is willing to perform such Services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the provision of the Services.

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

1. SERVICES

1.1 Scope. Service Provider shall perform the Services as described in the following summary and any attached specifications:

1.2 Performance Standard. Service Provider shall perform the Services in a professional, workmanlike manner consistent with industry standards and shall use suitably qualified personnel. Service Provider shall comply with Client's reasonable policies and procedures provided in writing prior to commencement of affected Services.

2. TERM

2.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 12.

2.2 Renewal. This Agreement may be renewed only by a written instrument executed by both Parties.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees and expenses set forth below for the Services. Fee structure (fixed, hourly, milestone):

3.2 Amounts. Base fee or rate: . Reimbursable expenses shall be billed at cost and supported by reasonable documentation.

3.3 Invoicing and Payment. Service Provider shall invoice Client in accordance with the invoice schedule set forth herein. Unless otherwise agreed in writing, Client shall pay undisputed invoices within thirty (30) days of the invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means any non-public information disclosed by a Party in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances.

4.2 Obligations. Each Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to exercise rights or perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

4.3 Exceptions. Confidential Information shall not include information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) was rightfully in the receiving Party's possession prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

5. DATA PROTECTION AND SECURITY

5.1 Compliance. Each Party shall comply with applicable data protection laws in connection with processing of Personal Data. Service Provider shall implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

5.2 Breach Notification. Service Provider shall notify Client promptly and in any event within seventy-two (72) hours after becoming aware of a confirmed data security breach affecting Client's Personal Data, and shall cooperate with Client in investigating and mitigating the breach.

6. INTELLECTUAL PROPERTY

6.1 Background IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property and any developments outside the scope of this Agreement ("Background IP").

6.2 Deliverables. Subject to full payment of all amounts due hereunder, Service Provider hereby assigns to Client all right, title and interest in and to any works created by Service Provider specifically for Client as deliverables under this Agreement, to the extent such assignment is effective. To the extent any moral rights or other rights cannot be assigned, Service Provider hereby irrevocably waives and agrees not to assert such rights.

6.3 License to Provider IP. Service Provider grants Client a non-exclusive, non-transferable, royalty-free license to use any Service Provider Background IP as incorporated in the Deliverables solely for Client's internal business purposes.

7. SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains fully responsible for the performance of the Services and for compliance by subcontractors with the terms of this Agreement. Service Provider shall ensure subcontractors are bound by confidentiality obligations no less protective than those set forth herein.

8. WARRANTIES AND DISCLAIMER

8.1 Warranty. Service Provider warrants that (a) the Services will be performed in a professional and workmanlike manner consistent with industry standards, and (b) it has the full right and authority to enter into and perform this Agreement.

8.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY 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. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

10.1 By Service Provider. Service Provider shall defend, indemnify and hold Client and its officers, directors and employees harmless from and against any third-party claims arising out of (a) Service Provider's gross negligence or willful misconduct in performing the Services, or (b) an allegation that the Deliverables infringe a third party's intellectual property rights, provided that Client gives Service Provider prompt written notice of such claim and cooperates in defense.

10.2 By Client. Client shall defend, indemnify and hold Service Provider and its officers, directors and employees harmless from and against any third-party claims arising from Client's gross negligence, willful misconduct, or Client's violation of applicable law in connection with Client's use of the Services.

11. INSURANCE

Service Provider shall maintain commercially reasonable insurance coverage, including general liability and professional liability (errors and omissions) insurance, with limits appropriate to the Services and in amounts reasonably acceptable to Client. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

12. TERMINATION

12.1 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 thirty (30) days after receipt of written notice specifying the breach.

12.2 For Convenience. Client may terminate this Agreement for convenience upon thirty (30) days prior written notice to Service Provider, in which case Client shall pay for Services performed and expenses incurred through the effective date of termination.

12.3 Effect of Termination. Upon termination, each Party shall return or destroy the other Party's Confidential Information and any property of the other Party. Termination shall not relieve Client of its obligation to pay for Services performed prior to termination or for non-cancellable commitments.

13. NOTICES

13.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or to such other address as a Party may specify by notice.

14. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement shall be effective only if in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of this Agreement.

16. ENTIRE AGREEMENT

This Agreement, together with any attachments 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, proposals and communications, whether oral or written.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties as reflected herein.

18. 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. Facsimile, electronic or scanned signatures shall be binding for all purposes.

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