Service Provisioning Form

SERVICE PROVISIONING FORM

RECITALS (WHEREAS)

WHEREAS, Service Provider Name: is engaged in the business of supplying the services and resources necessary to provision the services described herein; and

WHEREAS, Client Name: wishes to obtain the services from Service Provider under the terms and conditions set forth in this Service Provisioning Form; and

WHEREAS, the parties desire to set forth the scope, schedule, payment terms and other material terms governing provisioning and acceptance of the services commencing Effective Date: .

SCOPE OF WORK

The Service Provider shall supply, provision, configure and deploy the services and deliverables described below. The description, deliverables and acceptance criteria form an integral part of this Form.

PROVISIONING DETAILS

Requested Commencement Date:    Estimated Completion / Handover Date:

PAYMENT TERMS

Total Fee for Services: $

Payment Due Days (from invoice date):    Late Fee: per month on overdue balances

Client shall reimburse reasonable, pre-approved third-party expenses directly related to provisioning. Such expenses will be invoiced monthly and are payable under the same payment terms.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Form for convenience upon written notice of days to the other party. Termination for material breach is effective immediately upon the non-breaching party's written notice if the breach is not cured within 30 days of receipt of notice.

If provisioning is interrupted or delayed due to Client failure to provide approvals, access, or required information, Service Provider may suspend services and invoice for work performed; such suspension does not waive any fees due and Client remains responsible for costs incurred.

CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to any third party any Confidential Information received from the other party. "Confidential Information" includes technical, commercial and business information disclosed in connection with this Form. Confidential Information does not include information that is publicly available, independently developed, or lawfully received from a third party without confidentiality obligations.

The obligations of confidentiality shall remain in effect for years following termination or expiration of this Form, except where a longer period is required by applicable law.

INTELLECTUAL PROPERTY; DATA

Unless otherwise expressly agreed in writing, Client retains ownership of Client data and Service Provider retains ownership of pre-existing tools, software and methodologies used to provide the services. Deliverables specifically developed for Client under this Form shall be considered work product and ownership shall be transferred to Client upon full payment, subject to Service Provider's rights in underlying tools and general know-how.

GOVERNING LAW; DISPUTE RESOLUTION

This Form shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through escalation between senior representatives prior to initiating litigation.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under this Form shall not exceed the total fees paid by Client to Service Provider under this Form during the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Form, including the Scope of Work and any attachments executed by the parties, 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

PARTY CONTACTS FOR NOTICES AND TECHNICAL COORDINATION

ADDITIONAL TERMS

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