Computer Services Agreement - Template, Sample Form Pro · US-law
✓ Valid in United States · drafted to comply with local law
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COMPUTER SERVICES AGREEMENT
State of ________
RECITALS
A. This Computer Services Agreement (the “Agreement”) is entered into and made effective as of ________ (the “Effective Date”) by and between the following service provider (the “Provider”):
________, a ________
of
________
and the following recipient of the Services (the “Client”):
________, a ________
of
________
B. WHEREAS, the Client is of the opinion that the Provider has the necessary qualifications, experience, and abilities to provide computer services to the Client; and
C. WHEREAS, the Provider is agreeable to providing such computer services to the Client on the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Client and the Provider (each individually a “Party” and collectively the “Parties”) agree as follows:
§ 1. SERVICES PROVIDED.
1.1. The Client hereby engages the Provider to provide the Client with the following computer services (the “Services”):
________
1.2. The Provider shall repair or replace modules, subassemblies, and components of the computer hardware, as required by the Client or deemed necessary by the Provider. If the Provider elects to replace any module, subassembly, or component, the replacement parts shall be of equal or better quality than those replaced, and title to the replacement modules, subassemblies, and components shall vest in the Client upon installation.
1.3. Except as otherwise agreed in writing, the Provider shall be responsible for the cost of replacing any parts deemed necessary for the repair of the computer hardware and shall not be reimbursed by the Client for such purchases.
1.4. The Provider shall maintain the computer hardware in good operating condition as determined by the specifications for such computer hardware. The Provider shall be released from its obligations hereunder if the Client makes unauthorized alterations or modifications to the computer hardware, attaches devices to it not supplied by the original supplier, or performs or attempts to perform repair services on the computer hardware without the prior written consent of the Provider during the term hereof.
1.5. The Services shall also include any other computer tasks which the Parties may agree on in writing. The Provider hereby agrees to provide such Services to the Client.
1.6. During the term hereof, the Client shall provide the Provider with reasonable access to the computer hardware and sufficient workspace required to make any necessary repairs or carry out the Services.
1.7. The Provider shall perform the Services in a good and workmanlike manner and in compliance with all applicable statutes, laws, rules, and regulations of any governmental authority or agency having jurisdiction, and shall avoid any disruption of the Client’s property.
§ 2. RETAINER.
2.1. The Client shall pay to the Provider a non-refundable retainer fee in the amount of $________ (________), due upon execution of this Agreement.
§ 3. TERM AND TERMINATION.
3.1. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect as described in this Agreement.
3.2. This Agreement shall remain in effect for the following length of time: ________, unless terminated earlier pursuant to the provisions of this Agreement.
3.3. Thereafter, the term shall automatically renew for successive terms of the following length without notice unless either Party terminates this Agreement in writing prior to the commencement of any renewal term: ________.
3.4. If either Party materially defaults in the performance of any provision of this Agreement, and such default is not cured within thirty (30) days after the non-defaulting Party gives the defaulting Party written notice of such default, then the non-defaulting Party shall be entitled to terminate this Agreement immediately upon written notice of termination to the defaulting Party.
§ 4. FEES AND PAYMENT.
4.1. For rendering the Services described in this Agreement, the Client shall pay to the Provider compensation of $________ (________) per hour of Service provided by the Provider to the Client, to be set out in a detailed invoice provided to the Client by the Provider.
4.2. Each invoice shall be due and payable within ________ days of the invoice date.
4.3. For any payment that is not paid when due, the Client shall pay a late fee of $________ (________), together with interest on the unpaid balance at the rate of ________% per annum or the maximum rate permitted by applicable law, whichever is less.
4.4. The fees set forth herein are exclusive of any sales, use, or similar taxes, which shall be the responsibility of the Client where applicable. Payment shall be made to the following person/address:
________
________
4.5. In addition to any other rights or remedies provided by law, the Provider may treat the Client’s nonpayment for Services rendered by the Provider as a material breach of this Agreement and may cancel this Agreement or seek such legal remedies as the Provider deems appropriate.
§ 5. RELATIONSHIP OF THE PARTIES.
5.2. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.
§ 6. CONFIDENTIALITY.
6.1. The Provider, and its employees, agents, or representatives, will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. The Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential.
6.2. This provision shall continue to be effective after the termination of this Agreement.
6.3. Upon termination of this Agreement, the Provider will return to the Client all records, notes, documentation, and other items that were used, created, or controlled by the Provider during the term of this Agreement.
§ 7. INTELLECTUAL PROPERTY.
7.2. The Provider retains all right, title, and interest in any pre-existing tools, libraries, methodologies, and know-how owned by the Provider prior to or independent of this Agreement, and grants the Client a non-exclusive, perpetual license to use the same solely as incorporated into the Deliverables.
§ 8. INDEMNIFICATION.
8.1. The Client and the Provider, at their own expense, shall each indemnify, defend, and hold the other, its partners, directors, officers, agents, and employees harmless from and against any and all third-party lawsuits, actions, or proceedings and any related costs and expenses, including reasonable attorneys’ fees, resulting directly and solely from the indemnifying Party’s negligence or willful misconduct.
8.2. Neither the Client nor the Provider shall be responsible for defending, indemnifying, or holding the other Party, its partners, directors, officers, agents, or employees harmless from and against any third-party lawsuits, actions, or proceedings that result from the negligence or wrongful acts of the Party seeking indemnification or any third party.
8.3. The Client and the Provider agree to give each other prompt written notice in the event of any claim for which indemnification is sought.
8.4. The indemnifying Party shall have the right to defend against such claims with counsel of its own choosing and to settle such claims as it deems reasonable and appropriate, provided that no settlement imposing liability or admission of fault upon the indemnified Party shall be entered without that Party’s prior written consent.
8.5. The Parties agree to cooperate with each other in the defense of any such claims.
8.6. The provisions of this section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination.
§ 9. WARRANTY AND LIMITATION OF LIABILITY.
9.1. The Provider shall provide the Services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the Services which meet generally acceptable standards in the Client’s community and region, and shall provide a standard of care equal to, or superior to, care used by similar providers on similar projects or work.
9.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.3. EXCEPT FOR OBLIGATIONS ARISING UNDER § 8 (INDEMNIFICATION) OR § 6 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE CLIENT TO THE PROVIDER UNDER THIS AGREEMENT.
§ 10. FORCE MAJEURE.
10.1. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (“Force Majeure”), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event.
10.2. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, strikes, lock-outs, work stoppages, epidemics, pandemics, and governmental restrictions.
10.3. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or cease.
10.4. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.
§ 11. DEFAULT.
11.1. The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either Party.
c. The subjection of any of either Party’s property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or governmental agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.
§ 12. REMEDIES.
12.1. In addition to any and all other rights a Party may have available according to law, if a Party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other Party may terminate this Agreement by providing written notice to the defaulting Party.
12.2. This notice shall describe with sufficient detail the nature of the default.
12.3. The Party receiving such notice shall have seven (7) days from the effective date of such notice to cure the default(s). Unless waived by the Party providing notice, the failure to cure the default(s) within such time period shall result in automatic termination of this Agreement.
§ 13. ENTIRE AGREEMENT.
13.1. This Agreement contains the entire agreement of the Parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Agreement.
13.2. This Agreement supersedes any prior written or oral agreements between the Parties.
§ 14. ASSIGNMENT.
14.1. Neither the Provider nor the Client shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party.
14.2. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs, and permitted assigns.
§ 15. SEVERABILITY.
15.1. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
15.2. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
§ 16. AMENDMENT.
16.1. This Agreement may be modified or amended only in writing, provided that the writing is signed by both Parties.
§ 17. GOVERNING LAW AND VENUE.
17.1. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of laws principles.
17.2. The Parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in ________, and the Parties consent to the personal jurisdiction of such courts.
§ 18. NOTICE.
18.1. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, or by a nationally recognized overnight courier, to the address set forth in the opening paragraph of this Agreement or to such other address as one Party may have furnished to the other in writing.
§ 19. WAIVER OF CONTRACTUAL RIGHTS.
19.1. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
§ 20. COUNTERPARTS.
20.1. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed original signatures.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
_________________________________
________, Provider
Title: ________
_________________
Date
_________________________________
________, Client
Title: ________
_________________
Date
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