Technical Services Agreement

TECHNICAL SERVICES AGREEMENT

This Technical Services Agreement (the Agreement) is entered into as of (Effective Date), by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing technical services, including but not limited to software development, system integration, and technical consulting; and

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

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services.

SCOPE OF WORK

Service Provider shall provide the technical services, deliverables, milestones, and acceptance criteria as described below. Service Provider will perform the services with the degree of care and skill ordinarily exercised by professionals performing similar services in the industry.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables furnished under this Agreement. All fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as permitted by this Agreement.

The obligations of confidentiality shall survive termination of this Agreement for the period set forth above, except for information that is or becomes publicly available other than by a breach of this Agreement, or that is independently developed by Recipient without use of Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of its preexisting intellectual property and tools. Subject to Client's payment in full of all fees due, Service Provider grants to Client a non-exclusive, worldwide, perpetual license to use the deliverables for Client's internal business purposes. To the extent any deliverable is deemed a work made for hire, Service Provider assigns all right, title and interest to Client.

Service Provider shall ensure that deliverables do not infringe third-party intellectual property rights and shall, at its sole expense, defend and indemnify Client against any claim alleging such infringement, subject to the limitations set forth in this Agreement.

REPRESENTATIONS, WARRANTIES AND DISCLAIMER

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider represents that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. No party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages.

INSURANCE

Service Provider shall maintain commercial general liability and professional liability insurance appropriate to the services performed. Upon Client's request, Service Provider shall provide certificates evidencing such coverage.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its business or assets.

Independent Contractor: It is the parties' intention that Service Provider will perform the services as an independent contractor. Service Provider is solely responsible for all taxes, withholdings, and other statutory obligations of any sort.

GOVERNING LAW AND DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes promptly by negotiation. If the parties cannot resolve a dispute within 30 days, either party may pursue relief in the courts of the governing state.

ENTIRE AGREEMENT

This Agreement, including exhibits and schedules referenced 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. Any amendment or modification must be in writing and signed by both parties.

NOTICES

All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other in accordance with this Section. Notices are effective upon receipt.

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