Technical Services Agreement Ijar

TECHNICAL SERVICES AGREEMENT IJAR

This Technical Services Agreement Ijar ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal business address: and Service Provider Name: with principal business address: .

WHEREAS

WHEREAS, Client Name: desires to obtain specialized technical services related to software development, system integration and ongoing technical support;

WHEREAS, Service Provider Name: represents that it has the experience, personnel and resources to perform the technical services described herein; and

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

1. SCOPE OF WORK

The Service Provider shall perform the technical services described in this Section in a professional and timely manner in accordance with industry standards. The parties acknowledge that changes to scope shall be made only by written amendment signed by both parties.

2. PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the fee structure set forth below. All fees are exclusive of taxes unless otherwise stated. Unless otherwise provided, invoices shall be due within the payment period specified below.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after receipt of written notice of such breach.

4. CONFIDENTIALITY

Each party acknowledges that it may receive confidential, proprietary or trade secret information ("Confidential Information") of the other party in connection with this Agreement. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or regulation, provided that the receiving party gives prompt notice to the disclosing party and limits disclosure to the minimum required.

The receiving party shall: (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) exercise reasonable care to protect the confidentiality of the Confidential Information; and (iii) restrict disclosure to 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.

5. INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, willful misconduct or material breach of this Agreement, provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW

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

8. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation of receipt where permitted by law.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship or agency between the parties. 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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