Technology Service Agreement

Technology Service Agreement

This Technology Service Agreement ("Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Provider maintains expertise and resources to provide technology services, including but not limited to software development, systems integration, hosting support, and technical advisory services; and

WHEREAS, Client desires to retain Provider to perform certain technology services on the terms and conditions set forth in this Agreement, and Provider is willing to perform such services for Client.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Provider shall perform the services and deliver the deliverables described below in accordance with the schedule and acceptance criteria agreed by the parties.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the performance of the services. All fees are exclusive of applicable taxes unless otherwise noted.

Provider shall invoice Client in accordance with the payment schedule above. Unless otherwise agreed, invoices are due within days of receipt. Unpaid amounts shall accrue interest at the rate specified above and Client shall reimburse Provider for reasonable collection costs.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach.

Upon termination, Provider shall deliver all work in progress and Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information does not include information that: (a) is or becomes public other than through a breach by the Receiving Party; (b) is rightfully received from a third party without confidentiality obligations; (c) was known to the Receiving Party prior to disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality will survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets.

Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing tools, software, libraries, processes, and know-how. Client shall own deliverables specifically developed for Client under this Agreement upon full payment, subject to Provider's ownership of pre-existing materials and third-party components. Provider grants Client a non-exclusive, worldwide, royalty-free license to use Provider pre-existing materials embedded in deliverables to the extent necessary to use the deliverables for their intended purpose.

Warranties; Disclaimers

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. The foregoing warranty is limited to ninety (90) days from delivery of the applicable services. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR , whichever is greater.

Indemnification

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from (a) the indemnifying party's breach of this Agreement, or (b) the indemnifying party's negligence, willful misconduct, or infringement of third-party intellectual property rights in connection with services performed under this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party may not settle any claim that imposes obligations on the indemnified party without the indemnified party's prior written consent.

Data Security

Provider shall maintain reasonable administrative, physical, and technical safeguards to protect Client Data from unauthorized access, disclosure, alteration, or destruction. Provider shall implement industry-standard security measures and promptly notify Client of any security incident affecting Client Data.

Notices

All notices required or permitted hereunder shall be in writing and shall be delivered personally, by certified mail (return receipt requested), by nationally recognized overnight courier, or by email with confirmation to the addresses set forth below or to such other address as a party may designate in writing.

Governing Law; Entire Agreement

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 the state and federal courts located in that State for disputes arising out of this Agreement.

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and proposals, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

The parties are independent contractors. Neither party shall be deemed an employee, agent, or partner of the other for any purpose. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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