Technology and Services Agreement
This Technology and Services Agreement ("Agreement") is entered into as of the effective date set forth below by and between Black Radius LLC, a [state] limited liability company, with offices located at [insert address] ("Service Provider"), and [Client Name], a [state] corporation/individual with offices located at [insert address] ("Client"). Service Provider and Client are referred to individually as a "Party" and collectively as the "Parties."
Effective Date: 10/16/2024
1. SERVICES PROVIDED
Service Provider agrees to provide the following technology services to Client (the "Services"):
- [Detailed description of services to be provided]
- [Software development, IT infrastructure, consulting, etc.]
The specific services, fees, and timelines will be detailed in subsequent statements of work (SOW) agreed upon by both parties. These SOWs will form part of this Agreement.
2. FEES AND PAYMENT TERMS
- Fees: Client agrees to pay Service Provider according to the fee structure outlined in the applicable SOW or invoice. Fees are subject to change with written notice.
- Payment Terms: Payments are due [net 30 days/net 45 days] upon receipt of the invoice unless otherwise agreed.
- Late Payments: Any late payment beyond [30] days from the invoice date will incur interest at [1.5%] per month or the highest rate permitted by law, whichever is lower.
3. TERM AND TERMINATION
- Term: This Agreement will commence on the Effective Date and will continue until terminated as provided below.
- Termination for Convenience: Either Party may terminate this Agreement with [30] days' written notice.
- Termination for Cause: Either Party may terminate this Agreement if the other Party breaches any material provision of this Agreement and fails to remedy the breach within [30] days after receiving written notice.
4. CLIENT RESPONSIBILITIES
Client agrees to:
- Provide access to relevant resources, personnel, systems, and information necessary for Service Provider to deliver the Services.
- Designate a point of contact who will act as the primary liaison with the Service Provider.
5. CONFIDENTIALITY
- Both Parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the term of this Agreement.
- Information will not be disclosed to any third parties without prior written consent, except as required by law.
6. INTELLECTUAL PROPERTY
- Any work product or deliverables developed by Service Provider during the course of providing the Services ("Deliverables") will be the exclusive property of the Client upon full payment.
- Service Provider retains ownership of all intellectual property used to develop the Deliverables, including but not limited to pre-existing software, frameworks, and methodologies.
7. WARRANTIES
- Service Provider Warranties: Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.
- Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8. LIMITATION OF LIABILITY
- Service Provider’s liability for any claims, damages, or losses arising out of the performance of this Agreement shall be limited to the total amount paid by the Client under this Agreement.
- In no event will Service Provider be liable for any indirect, special, incidental, or consequential damages, including but not limited to lost profits or data.
9. INDEMNIFICATION
Each Party agrees to indemnify and hold the other harmless from any and all claims, damages, liabilities, or expenses (including reasonable attorney fees) arising out of a breach of this Agreement or any negligent act or omission by the indemnifying party.
10. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the State of [insert state], without regard to its conflict of law principles.
11. ENTIRE AGREEMENT
This Agreement, including any SOWs or attachments, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous written or oral agreements. Any changes to this Agreement must be in writing and signed by both Parties.
12. FORCE MAJEURE
Neither Party will be liable for any delays or failure in performance due to circumstances beyond their reasonable control, including acts of God, government actions, labor disputes, or other similar events.
13. NOTICES
All notices under this Agreement must be in writing and sent to the addresses listed above or to such other addresses as either Party may specify in writing.
14. DISPUTE RESOLUTION
Any disputes arising out of or in connection with this Agreement will be resolved through good faith negotiations between the Parties. If negotiations fail, the Parties agree to submit to binding arbitration in [insert location] under the rules of the [American Arbitration Association].
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
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Black Radius LLC