TECHNOLOGY SERVICE AGREEMENT
This Technology Service Agreement (“Agreement”) is made and effective this 1st day of April, 2020, by and between [Client], a corporation organized and existing under the laws of [Country] and having a principal address at [Address] (“Client”) and [Provider], a corporation organized and existing under the laws of [Country] and having a principal address at [Address] (“Provider”).
RECITALS:
A. Client is in the business of [Provide Brief Overview of Client’s Business Model], and wishes to engage Provider to provide professional services relating to [List Services].
B. Provider is experienced in providing such services as described in Exhibit A.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. ENGAGEMENT
1.1. Services. Commencing on the Effective Date, and continuing until the expiration or earlier termination of this Agreement, Provider agrees to render to Client services related to the Development of [Brief Summary of Technology] (the “Services”), as further specified in Exhibit A.
1.2. Resources. In connection with the performance of the Services, Provider shall employ the personnel, facilities and other resources specified in Exhibit B (collectively, “Resources”).
1.3. Quality. Provider agrees to perform the Services as specified herein in a professional, skilled and workmanlike manner, consistent with generally accepted industry standards.
2. FEES
2.1. Payment Terms. Client shall pay Provider the fees (“Fees”) for the Services as set forth in Exhibit A.
2.2. Delayed Payment. If Client fails to pay any amount due Provider within the terms specified for such payment in the Agreement, interest due on such amount shall accrue daily until such amount is paid in full at the rate of six percent (6%) per annum, or the highest rate allowed by law in [Country], whichever is lower.
3. REPRESENTATIONS AND WARRANTIES
3.1. Mutual Representations and Warranties. Each party hereby represents and warrants to the other that:
(a) such party is a duly organized and validly existing corporation in good standing under the laws of its respective jurisdiction;
(b) such party has the corporate power and authority to enter into and perform its obligations under this Agreement; and
(c) the execution and delivery of this Agreement by such party, and the performance of its respective obligations herein, do not and will not conflict with or violate any law, statute, ordinance, rule, judgment or order applicable to such party or any of its assets, or the terms of any other agreement to which such party is a party.
4. INDEMNIFICATION
4.1. Indemnification by Provider. Provider hereby agrees to indemnify, defend, and hold Client and its officers, directors, shareholders, employees, agents and representatives harmless from and against any and all claims, liabilities, losses, damages, costs and expenses, whether direct or indirect, including attorney’s fees, arising out of or related to Provider’s performance, or failure to perform, any of the Services, except and only to the extent such claims, liabilities, losses, damages and expenses arise out of or are based on the negligent acts or omissions of Client or its officers, directors, shareholders, employees, agents or representatives.
5. TERM AND TERMINATION
5.1. Term. This Agreement shall commence on the Effective Date and, unless earlier terminated as provided herein, shall continue in full force and effect until [Date], or as otherwise agreed by the parties hereto.
5.2. Termination.
(a) Either party may terminate this Agreement at any time upon written notice to the other party if the other party is in default of its obligations under this Agreement and fails to cure such default within ten (10) days after receipt of written notice of default from the non-defaulting party.
(b) Either party may terminate this Agreement immediately and without prior written notice if the other party becomes insolvent or defunct, or makes an assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy or an equivalent proceeding, or is judicially declared bankrupt.
(c) This Agreement shall terminate automatically if either party ceases doing business or goes into liquidation, subject to the rights and obligations of the parties occurring prior to such termination and any other rights and obligations which, by their terms, shall survive such termination.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Retained Ownership of Intellectual Property. Provider shall retain exclusive ownership and all intellectual property rights to all inventions, discoveries, technology, and any other works of authorship that are created or developed by Provider in relation to its performance of the Services hereunder.
7. CONFIDENTIALITY
7.1. Non-Disclosure Obligations. During the term of this Agreement and for a period of two (2) years from the termination or expiration of this Agreement, neither party shall, without the prior written consent of the other, disclose or use for its own benefit or for any third party’s benefit, in any manner whatsoever, any Confidential Information which it has acquired either directly or indirectly from the other party hereto.
8. MISCELLANEOUS
8.1. Governing Law. This Agreement shall be governed by and interpreted according to the laws of [Name of Country], without regard to its choice of law principles.
8.2. Severability. In the event any provision of this Agreement is held to be unenforceable, such provision shall be severed from this Agreement or modified, as necessary, to make it enforceable. The remainder of this Agreement shall remain in full force and affect.
8.3. Amendment. This Agreement may not be amended or modified except in writing executed by an authorized representative of each party.
8.4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same instrument.
8.5. Waiver. No waiver shall ever be implied from conduct or failure to enforce any clause in this Agreement. No waiver shall be effective unless in writing and signed by the party charged with the waiver.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above.
Client Provider
[Name] [Name]
Authorized Signatory Authorized Signatory
