Technology Services Computer Upgrades

TECHNOLOGY SERVICES AGREEMENT — COMPUTER UPGRADES

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing technology services, including supply, installation, configuration, and testing of computer hardware and related software; and

WHEREAS, Client desires to engage Service Provider to perform computer upgrade services described in this Agreement and Service Provider agrees to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the complete terms governing the parties' relationship with respect to the services and deliverables described below.

SCOPE OF WORK

Service Provider will perform computer upgrade services for Client, including procurement of hardware, installation, configuration of operating systems and approved software, data migration, system testing, and end-user acceptance testing. Detailed tasks, milestones, and expectations are described below.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables provided under this Agreement.

Unless otherwise stated in the payment schedule, invoices are payable within days of invoice receipt. Past due amounts shall accrue a late fee of on the outstanding balance, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

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

Either party may terminate for convenience upon written notice delivered not less than days prior to the effective date of termination. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made in good faith.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (i) use Confidential Information only to perform its obligations under this Agreement; (ii) restrict disclosure to employees or contractors with a need to know who are bound by confidentiality obligations no less protective than those contained herein; and (iii) take reasonable steps to protect Confidential Information from unauthorized disclosure. Confidential obligations remain in effect for years following termination.

INTELLECTUAL PROPERTY

Subject to Client's payment of all fees, Service Provider assigns to Client all right, title and interest in and to any custom deliverables specifically developed and delivered under this Agreement. Service Provider retains ownership of its pre-existing tools, methodologies, and software components (collectively "Provider Technology") and grants Client a non-exclusive, non-transferable license to use Provider Technology only as incorporated in the deliverables for Client's internal business purposes.

CHANGE ORDERS

Any changes to the Scope of Work will be documented in a written change order describing the proposed change, impact on schedule, and any adjustment to fees. No change order shall be effective unless signed by authorized representatives of both parties. Service Provider shall not be obligated to perform work outside the agreed scope absent a fully executed change order.

WARRANTY; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a competent, workmanlike manner consistent with industry standards for a period of ninety (90) days following acceptance of deliverables. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES.

DATA PROTECTION AND BACKUP

Client is responsible for maintaining backups of its data prior to upgrade activities. Service Provider will take commercially reasonable measures to protect Client data during migration and will notify Client promptly of any security incidents affecting Client data. Client authorizes Service Provider to perform necessary data transfers and acknowledges risks inherent in migrations.

INSURANCE; SUBCONTRACTING

Service Provider shall maintain commercial general liability and professional liability insurance in amounts reasonably customary for providers of similar services. Service Provider may engage subcontractors provided Service Provider remains responsible for performance and compliance with this Agreement.

GOVERNING LAW

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.

NOTICES

All notices shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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