International Technology Services Agreement
This International Technology Services Agreement (this “Agreement”) is made and entered into as of January 1, 2021 (the “Effective Date”), by and between __________, a company organized and existing under the laws of the ___________ (the “Company”), and __________, a company organized and existing under the laws of the ___________ (the “Service Provider”).
Background
A. The Company desires to engage the services of the Service Provider to provide certain technology services in support of the Company’s business activities as set forth herein.
B. The Service Provider desires to provide such services to the Company in accordance with the terms and conditions set forth herein.
Agreement
In consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Definitions
1.1 “Services” means the services to be provided by the Service Provider to the Company, as more specifically set forth in the Service Specification, which is attached hereto as Annex A and incorporated herein by reference, and which may be amended from time to time by written agreement of the parties.
1.2 “Service Specifications” means the description of the Services to be provided by the Service Provider pursuant to this Agreement, as described in Annex A.
2. Services
2.1 In consideration of the fees payable to the Service Provider hereunder, the Service Provider shall provide the Services to the Company as set forth in the Service Specifications.
2.2 The Company shall pay the Service Provider the fees set forth in Annex A in consideration for the Services, including expenses as provided for in Annex A.
3. Term
3.1 This Agreement shall commence on the Effective Date and shall remain in effect for a period of one (1) year unless earlier terminated as provided herein.
4. Termination
4.1 This Agreement may be terminated by either party at any time, without cause, upon thirty (30) days’ prior written notice to the other party.
4.2 In the event of termination of this Agreement, the Company shall pay the Service Provider all fees due as of the date of termination.
5. Representations and Warranties
5.1 Each party hereto represents and warrants to the other that it has full power and authority to enter into and perform its obligations under this Agreement.
5.2 The Service Provider represents and warrants that the Services shall be performed in a timely, professional and workmanlike manner in accordance with prevailing industry standards, and that the Services will conform with the Service Specifications.
5.3 The Service Provider further represents and warrants that it shall perform its obligations under this Agreement and the Service Specifications in accordance with all applicable laws, rules and regulations.
6. General Provisions
6.1 This Agreement and all exhibits and annexes hereto constitute the entire agreement and understanding of the parties related to the subject matter hereof, superseding all prior agreements, and neither party shall be bound by any conditions, definitions, warranties, understandings or representations with respect to the subject matter hereof, except as specifically set forth in this Agreement.
6.2 All notices shall be in writing and addressed to the parties at the addresses set forth at the beginning of this Agreement or at such other address as either party may hereafter designate by notice given in accordance with this Section.
6.3 This Agreement shall be governed by and construed in accordance with the laws of ______________.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Signatures appear on following page.]
Signed for and on behalf of ______
________________
Name:
Title:
Signed for and on behalf of _____
________________
Name:
Title:
