Supplier Support Agreement

SUPPLIER SUPPORT AGREEMENT

Parties

Supplier Name:

Client Name:

Recitals

WHEREAS, Supplier is engaged in the business of providing technical support, maintenance, and related services for products and systems as described herein; and

WHEREAS, Client desires to obtain supplier support services for its systems and Supplier is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth the scope, payment terms, confidentiality obligations, term and termination rights, and other terms governing the provision of support services effective as of .

Scope of Work

Supplier shall provide the support services described below. The services shall include remote support, on-site support where agreed, updates and patches, troubleshooting, and reasonable advisory services necessary to maintain the Client's covered systems in materially operable condition. Specific deliverables, service levels, response times, and excluded services are set forth below.

Payment Terms

Client shall pay Supplier for the services in accordance with the following fees and schedule.

Any undisputed amount not paid within days after the invoice due date shall accrue interest at or the maximum rate permitted by applicable law, whichever is less. In addition, Supplier may suspend services if Client fails to cure any undisputed invoice within days after written notice.

Term and Termination

This Agreement shall commence on the Start Date set forth below and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date set forth below.

Start Date:      End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Termination for insolvency, bankruptcy, or cessation of business is effective immediately upon written notice.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and shall not disclose to any third party any Confidential Information received from the other party (the Disclosing Party) except as expressly permitted in this Agreement. Confidential Information means nonpublic information marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party may disclose Confidential Information to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without obligation of confidentiality, or is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Intellectual Property and Deliverables

Except as otherwise agreed in writing, Supplier retains all right, title and interest in and to Supplier's pre-existing intellectual property and tools. To the extent Supplier creates work product or deliverables specifically commissioned by Client under this Agreement and paid in full (Deliverables), Supplier assigns to Client all right, title and interest in such Deliverables, subject to Supplier's retained rights in pre-existing materials and tools and any third-party rights. The parties will execute additional documents as reasonably necessary to effectuate such assignments.

Limitation of Liability

Except for liability arising from willful misconduct, fraud, death or bodily injury, or a party's breach of its confidentiality obligations, each party's aggregate liability to the other for all claims arising out of or related to this Agreement shall not exceed the total amount paid or payable by Client to Supplier under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of courts located in that State for any dispute arising under this Agreement.

Entire Agreement

This Agreement, together with any schedules or statements of work 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, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as either party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed electronic delivery, or three (3) days after deposit with a nationally recognized overnight carrier.

Additional Provisions

If any provision of this Agreement is held unenforceable, the remainder of this Agreement will remain in full force and effect and the parties shall negotiate in good faith a substitute provision that reasonably effects the parties' intent. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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