Technology Services Agreement

TECHNOLOGY SERVICES AGREEMENT

This Technology Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is in the business of providing technology services, software development, systems integration and related professional services; and

WHEREAS, Client desires to retain Service Provider to perform certain technology services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that the services performed, deliverables produced, and payment terms be governed by the terms of this Agreement.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below (the "Services" and "Deliverables"). Service Provider will perform the Services in a professional and workmanlike manner consistent with industry standards and applicable law.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. All fees are non-refundable except as expressly provided in this Agreement.

TERM AND TERMINATION

The term of this Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, technical data, business plans, client lists, and software source code.

Receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to its employees, contractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes generally available to the public other than as a result of a breach of this Agreement, was known to the receiving party prior to disclosure, or is rightfully obtained from a third party without restriction.

DATA SECURITY

Service Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the Confidential Information and Personal Data processed to protect against unauthorized access, disclosure, alteration or destruction. Service Provider shall notify Client without undue delay upon becoming aware of any security incident affecting Client data and shall cooperate in remediation.

INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, Service Provider hereby assigns to Client, and Client accepts, all right, title and interest in and to all Deliverables created specifically for Client under this Agreement upon full payment of all fees due. Service Provider retains ownership of its pre-existing materials, tools, libraries, methodologies and general knowledge, and grants Client a non-exclusive license to any pre-existing materials embedded in Deliverables to the extent necessary for Client’s use of the Deliverables.

WARRANTIES; DISCLAIMER

Service Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE 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 gross negligence, willful misconduct, or a breach of confidentiality or infringement of intellectual property rights, the aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed Amount: . IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

INDEMNIFICATION

Each party ("Indemnitor") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from Indemnitor's breach of this Agreement, negligence, willful misconduct, or infringement of a third party's intellectual property rights.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, or network outages. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance.

SUBCONTRACTING AND ASSIGNMENT

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the performance of the subcontracted work and compliance with this Agreement. Client may not assign this Agreement without Service Provider's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

INSURANCE

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contacts set forth below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) and shall be effective upon receipt.

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, together with any statements of work and accepted change orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

Sign Now