VSP Service Agreement

VSP Service Agreement

Service Provider (VSP) Name:

Service Provider Address:

Client Name:

Client Address:

Recitals

WHEREAS, Service Provider (VSP) is engaged in the business of providing professional services including but not limited to software development, systems integration, maintenance and support; and

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

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows, effective as of the Effective Date below.

Effective Date:

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below in accordance with the timelines and standards set forth in this Agreement. The scope may be modified only by a written, signed change order executed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables performed in accordance with this Agreement.

Late Payment: Unpaid amounts shall accrue interest at a rate of % per month (or the maximum rate permitted by law), and Client shall be liable for all collection costs, including reasonable attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach, or immediately upon written notice if the breach is incapable of cure.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any unpaid non-cancelable obligations. Service Provider shall deliver any completed deliverables and reasonably cooperate to transition work in progress.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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 excludes information that (a) is or becomes generally known to the public through no wrongful act of the receiving party, (b) was rightfully known to the receiving party prior to disclosure, or (c) was rightfully received from a third party without confidentiality obligations.

Each party shall: (i) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

By checking this box, the undersigned acknowledges and agrees to the Confidentiality terms set forth above.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, royalty-free, worldwide license to use deliverables produced under this Agreement for Client's internal business purposes. Service Provider retains ownership of all pre-existing materials, tools, methodologies and intellectual property, and grants Client only the rights expressly set forth in this Agreement.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE SUM OF AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement; Amendments

This Agreement, including any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth at the beginning of this Agreement or to such other address as a party may designate by notice hereunder.

General Provisions

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect its interpretation. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in interest.

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