Technology Services Contract

TECHNOLOGY SERVICES CONTRACT

This Technology Services Contract ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: having its principal place of business at , and Client Name: having its principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing technology services, including software development, systems integration, hosting, maintenance, and related technical consulting; and

WHEREAS, Client desires to obtain from Service Provider, and Service Provider agrees to provide to Client, certain technology services and deliverables as set forth in this Agreement and in one or more Statements of Work to be issued hereunder; and

WHEREAS, the parties intend to set forth the terms and conditions governing the provision, acceptance, payment, and ownership of such services and deliverables.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the technology services, deliverables, and related work products to be provided by Service Provider to Client as described in an applicable Statement of Work. "Statement of Work" means a document executed by the parties describing the Services, deliverables, schedule, acceptance criteria, and fees.

1.2 "Confidential Information" means nonpublic information disclosed by one party to the other, including but not limited to technical data, trade secrets, software, business plans, customer lists, and pricing.

2. SCOPE OF SERVICES

2.1 Services shall be provided as described in each Statement of Work issued under this Agreement. Each Statement of Work shall incorporate and be governed by the terms of this Agreement. The parties may execute multiple Statements of Work.

2.2 Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall assign personnel with appropriate skills and experience.

3. TERM

The initial term of this Agreement shall commence on the Effective Date and continue for a period of , unless earlier terminated in accordance with Section 13. Thereafter, the Agreement shall renew as set forth in the applicable Statement of Work or by written agreement of the parties.

4. FEES AND PAYMENT

4.1 Client shall pay Service Provider fees in the amounts and on the schedule set forth in each Statement of Work. Fees due to Service Provider are exclusive of taxes levied on the transaction, which shall be paid by Client unless Client provides a valid exemption certificate.

5. CHANGE ORDERS

No change to the scope, deliverables, schedule, or fees shall be effective unless documented in a written Change Order signed by both parties. Each Change Order shall specify the impact on fees and schedule and shall become incorporated into the applicable Statement of Work.

6. CONFIDENTIALITY

6.1 Each party shall treat as confidential all Confidential Information disclosed by the other party and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law.

6.2 Confidential Information does not include information that (a) is or becomes publicly available other than by breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the other party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Preexisting intellectual property owned by a party prior to the Effective Date shall remain the sole property of that party. Each party grants the other only a limited license to the extent necessary to perform under this Agreement.

7.2 Unless otherwise provided in a Statement of Work, Service Provider grants Client a perpetual, nonexclusive, worldwide, royalty-free license to use Deliverables specifically identified as Client-owned deliverables, subject to Client's payment of all fees due. Service Provider retains ownership of underlying tools, methodologies, and general know-how.

8. WARRANTIES; DISCLAIMER

8.1 Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards for a period of following delivery. Service Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be re-performance of the deficient Services.

8.2 EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of Section 6 (Confidentiality) or Section 11 (Indemnification), the aggregate liability of either party under this Agreement shall not exceed the total fees paid by Client to Service Provider under the applicable Statement of Work during the twelve (12) months preceding the claim.

10. INDEMNIFICATION

10.1 Service Provider shall indemnify, defend and hold Client harmless from and against all third-party claims alleging that the Deliverables infringe a third party's patent, copyright or trade secret, provided that Client (a) promptly notifies Service Provider in writing of the claim, (b) allows Service Provider to control the defense and settlement, and (c) provides reasonable assistance and authority to settle or defend the claim.

10.2 Client shall indemnify, defend and hold Service Provider harmless from claims arising from Client's use of Deliverables in violation of this Agreement or Client-provided materials.

11. INSURANCE

Service Provider shall maintain insurance customary for providers of similar services, including commercial general liability and professional liability coverage in commercially reasonable amounts. Upon request, Service Provider will provide certificates evidencing such coverage.

12. SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the Services, provided Service Provider remains responsible for the subcontracted work and ensures subcontractors comply with the confidentiality and security obligations in this Agreement.

13. TERMINATION; SURVIVAL

13.1 Either party may terminate this Agreement (or any Statement of Work) for material breach by the other party if the breaching party fails to cure such breach within days after written notice.

13.2 Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and any payment obligations shall survive termination.

14. TRANSITION; DATA RETURN

Upon expiration or termination, Service Provider shall provide reasonable transition services and return or securely destroy Client Data as directed by Client. If transition services are requested, the parties shall agree on fees and schedule in a Statement of Work.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, courier, or email with confirmation of receipt. Notice is effective upon receipt.

16. ASSIGNMENT; AMENDMENT; WAIVER

Neither party may assign this Agreement without the other party's prior written consent, except to an acquirer of substantially all of its assets or equity. This Agreement may be amended only by a written instrument signed by both parties. No waiver shall be effective unless in writing and signed by the waiving party.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

18. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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.

This Agreement, together with all Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. ADDITIONAL REPRESENTATIONS

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and that the individual signing on its behalf is authorized to do so.

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