Technology Services Agreement SPIDRTech

Technology Services Agreement SPIDRTech

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

WHEREAS

WHEREAS, Service Provider possesses technical expertise in software development, system integration, hosting, maintenance, and related technology services and is willing to provide such services to Client under the terms of this Agreement.

WHEREAS, Client desires to engage Service Provider to perform technology services described herein, and Service Provider agrees to perform such services pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the performance, delivery, acceptance, payment and ownership of work product arising from the services.

1. Scope of Work

Service Provider shall perform the services and deliver the deliverables described in the statement(s) of work attached to or incorporated by reference in this Agreement. In the absence of a separate statement of work, the parties agree the following general scope applies:

Deliverables, acceptance criteria, milestones and completion dates shall be set forth in writing and signed by both parties. Unless otherwise agreed in writing, Service Provider will provide personnel, equipment and materials necessary to perform the services, subject to Client cooperation and access as reasonably required.

2. Payment Terms

Unless otherwise agreed, Service Provider shall invoice Client in accordance with the payment schedule. Invoices are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of: (a) the rate of of the unpaid balance per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with the services when preapproved in writing.

3. Term and Termination

The term of this Agreement will commence on Start Date: and, unless earlier terminated in accordance with this section, will continue until End Date: .

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 by the other party if such breach remains uncured following written notice and an opportunity to cure within days. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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, business plans, customer information, source code, object code, algorithms, technical specifications, designs, and trade secrets.

The Receiving Party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully obtained by the Receiving Party from a third party without restriction and without breach of any confidentiality obligation.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy (at the Disclosing Party's election) all Confidential Information and certify such return or destruction in writing.

5. Intellectual Property

Unless otherwise agreed in a written Statement of Work, all original software, documentation and other materials specifically developed for Client under this Agreement ("Work Product") shall be considered works made for hire and Client shall own all right, title and interest in and to such Work Product. To the extent any Work Product does not qualify as a work made for hire, Service Provider hereby assigns to Client all worldwide right, title and interest in such Work Product upon payment in full.

Notwithstanding the foregoing, Service Provider retains ownership of its pre-existing tools, libraries, know-how, and services ("Service Provider Tools"). Service Provider hereby grants Client a non-exclusive, non-transferable license to use Service Provider Tools only to the extent incorporated in the Work Product and solely for Client's internal business purposes, subject to payment in full.

6. Representations; Indemnity; Limitation of Liability

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 generally accepted industry standards.

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for indemnification obligations for infringement or breaches of confidentiality, in no event shall either party's aggregate liability arising out of or related to this Agreement exceed the total fees paid by Client to Service Provider under this Agreement in the twelve months preceding the event giving rise to liability.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice to the other.

8. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree that any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that state.

9. Entire Agreement; Amendments

This Agreement, including any statements of work and exhibits attached hereto, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

10. Miscellaneous

The parties are independent contractors and nothing in this Agreement creates an employment, agency, partnership or joint venture relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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