Technology Services Agreement Template

Use Template
Technology Services Agreement

 

This Agreement is made and entered into on [Date], by and between:

 

Party A Name: [Party A]

Party A Address: [Party A Address]

Party A Contact Name: [Party A Contact Name]

Party A Contact Title: [Party A Contact Title]

 

AND

 

Party B Name: [Party B]

Party B Address: [Party B Address]

Party B Contact Name: [Party B Contact Name]

Party B Contact Title: [Party B Contact Title] (hereinafter referred to as "Party B") (collectively referred to as the "Parties")

 

WHEREAS, Party B is engaged in the business of providing technology services and Party A wishes to engage Party B to provide certain technology services on the terms and conditions set forth herein;

 

WHEREAS, the Parties desire to enter into this Agreement for the provision of the services described herein;

 

WHEREAS, the Parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms and conditions;

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, terms and conditions set forth herein, and intending to be legally bound, the Parties agree as follows:

 

  1. Definitions.

 

  1. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

 

  1. "Business Day" means a day on which banks located in the State of [Party A State] are open for business (other than a Saturday or Sunday).

 

  1. "Confidential Information" means all confidential and proprietary information or material that has or could have commercial value or other utility in the business in which Party A is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.

 

  1. "Effective Date" means the date on which this Agreement is executed by the Parties.

 

  1. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, trade secrets, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

 

  1. "Party" or "Parties" means Party A and/or Party B, or either one of them, as the context otherwise requires.

 

  1. "Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or any other legal or commercial entity.

 

  1. "Services" means the technology services that Party B shall provide to Party A pursuant to this Agreement.

 

  1. Provision of Services.

 

  1. Party B shall provide the Services, as described in Exhibit A,to Party A pursuant to the terms and conditions set forth in this Agreement.

 

  1. The Parties acknowledge that Party B has the sole right to determine the manner and means by which the Services will be performed.

 

  1. Party B shall perform the Services in a professional and workmanlike manner consistent with industry standards.

 

d Party B must maintain one personnel who will act as Party A’s point of contact and can be readily available in all instances where service or maintenance will be required for Party A. Party B must also conduct regular inspections for locating issues to be solved in the Software.

 

  1. Party B's consideration for providing aforementioned services is described in Exhibit B of the Agreement.

 

 

  1. Term and Termination.

 

  1. The term of this Agreement (the "Term") will commence on the Effective Date and will continue in full force and effect until the completion of the Services, unless earlier terminated in accordance with the provisions of this Agreement.

 

  1. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party.

 

  1. Either Party may terminate this Agreement for cause: (i) upon fifteen (15) days' prior written notice to the other Party if the other Party has breached any term of this Agreement, which breach remains uncured at the expiration of such time period; (ii) upon written notice to the other Party if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or (iii) if the other Party ceases its business operations or dissolves its organization.

 

  1. Upon expiration or termination of this Agreement, for any reason: (i) all rights and licenses granted to Party A under this Agreement will immediately terminate; (ii) Party A shall immediately cease using the Services; (iii) Party A shall immediately pay to Party B any and all amounts owed and owing by Party A under this Agreement; and (iv) Party A shall destroy all copies of the Confidential Information of Party B in its possession.

 

  1. 4. During the period of 3 months following the termination of the agreement for service, Party B must continue to provide occasional assistance to the team at Party A in order to achieve a smoother transition.

 

  1. Independent Contractors. The Parties acknowledge and agree that they are independent contractors and nothing contained in this Agreement will be deemed to constitute either Party as a partner, joint venture or employee of the other Party for any purpose.

 

  1. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

  1.  a. By Party A. Party A shall defend, indemnify and hold harmless Party B, its affiliates and its and their respective directors, officers, employees, agents and representatives from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses (including reasonable attorneys' fees and costs) and judgments arising out of any third party claim arising out of or relating to:

 

(i) any breach of Party A's obligations under this Agreement,

(ii) any gross negligence or willful misconduct by Party A, or

(iii) any infringement or misappropriation by Party A of any third party intellectual property right.

 

  1. By Party B. Party B shall defend, indemnify and hold harmless Party A, its affiliates and its and their respective directors, officers, employees, agents and representatives from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses (including reasonable attorneys' fees and costs) and judgments arising out of any third party claim arising out of or relating to: (i) any breach of Party B's obligations under this Agreement, (ii) any gross negligence or willful misconduct by Party B, or (iii) any infringement or misappropriation by Party B of any third party intellectual property right. c. Procedure. The indemnifying Party shall have sole control of the defense and all related settlement negotiations and, except as provided in this Section 7, the indemnified Party may not settle any indemnifiable claim without the indemnifying Party's prior written approval, which shall not be unreasonably withheld. The indemnified Party shall reasonably cooperate with the indemnifying Party in the defense of any indemnifiable claim at the indemnifying Party's request and expense.

    7. Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED IN ADVANCE BY THE OTHER PARTY OR COULD HAVE BEEN REASONABLY FORESEEN BY THE OTHER PARTY.

 

  1. Governing Law and Jurisdiction. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of [Party A State] without giving effect to any choice or conflict of law provision or rule (whether of the State of [Party A State] or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of [Party A State].

 

  1. Waiver. No amendment to or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both Parties. No waiver by either Party of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or any other term, provision or condition of this Agreement.

 

  1. Severability. If any provision of this Agreement is invalid, illegal, void or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

 

  1. Assignment. This Agreement may not be assigned by either Party without the prior written approval of the non-assigning Party, and any purported assignment in violation of this Agreement shall be void and without effect.

 

  1. Entire Agreement. This Agreement and the exhibits and schedules attached hereto and/or referenced herein constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any conflict between the terms in the body of this Agreement and the terms of the exhibits and schedules, the terms of this Agreement will control.

 

  1. Amendments. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by both Parties.

 

  1. Force Majeure. Neither Party will be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such Party, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, or strikes.

 

  1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the signature page of this Agreement or to such other address that the Party has specified by prior written Notice to the other Party. All Notices shall be delivered by personal delivery, overnight courier, confirmable facsimile transmission, certified or registered mail, commercial rapid delivery or by email. All communications shall be effective only when actually received by the receiving Party.

 

  1. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [Remainder of Page Intentionally Left Blank]

 

  1. Signature Page to Follow.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

 

Party A

Signature: _____________________________________________________

Typed or Printed Name: ___________________________________________

Title: __________________________________________________________

 

Party B

Signature: _____________________________________________________

Typed or Printed Name: ___________________________________________

Title: __________________________________________________________

 

Exhibit A: Scope of Services

 

  1. Party B shall provide Party A with the following services: [Description of Services to be Provided]

 

  1. Party B shall use commercially reasonable efforts to perform the Services in accordance with the following schedule: [Description of Schedule for Delivery of Services]
  2. Party B shall provide the Services from its offices located at: [Party B Address]

 

  1. In the event that Party B determines that it is necessary or desirable to perform the Services at Party A's offices or other location, Party B shall give Party A at least five (5) Business Days' prior written notice and shall perform the Services in a manner that will not interfere with the normal business operations of Party A.

 

[Signature Page to Follow]

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

 

Party A

Signature: _____________________________________________________

Typed or Printed Name: ___________________________________________

Title: __________________________________________________________

 

Party B

Signature: _____________________________________________________

Typed or Printed Name: ___________________________________________

Title: __________________________________________________________

 

Exhibit B: 

 

Fees and Payments

  1. Party A shall pay Party B the following fees for the Services (the "Fees"): [Description of Fees]
  2. The Fees are based on Party B's good faith estimate of the time and materials necessary to perform the Services. If at any time during the performance of the Services Party B determines that the scope of the Services is greater than originally anticipated, Party B shall give Party A written notice of the increased scope of the Services and the increased fees. Party A shall have the right to approve or disapprove the increased fees. If Party A does not approve the increased fees, the Parties shall meet and confer in good faith to determine whether an alternative scope of services can be provided by Party B at the original Fee.
  3. All invoices for the Fees shall be due and payable within thirty (30) days of receipt by Party A.
  4. Invoices not paid when due will be subject to a finance charge of 1.5% of the outstanding balance per month, or the maximum permitted by law, whichever is less, plus all expenses of collection.

 

[Signature Page to Follow]

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

 

Party A

Signature: _____________________________________________________

Typed or Printed Name: ___________________________________________

Title: __________________________________________________________

 

Party B

Signature: _____________________________________________________

Typed or Printed Name: ___________________________________________

Title: __________________________________________________________