Services Agreement for Proprietary Data Management System

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									This is an agreement between two companies for the management and storage for
proprietary information. A data management company is contracted to coordinate and
maintain the proprietary information of another company. The parties can customize
this agreement to define the specific services the data management company will
provide under “Exhibit A” of this agreement. Additionally, a fee and payment schedule
can be specified under “Exhibit B” of this agreement. This agreement can be used by
small businesses that provide data management services, or by small businesses that
want to hire a data management agency to coordinate, organize, and manage their
proprietary information.
                   Services Agreement for Proprietary Data Management System

This agreement is entered as of _________________, [Instruction: Insert date.] by and between
__________________, [Instruction: Insert hiring company name.] a _____ [Instruction:
Insert company formation information.] ("Company"), and _______________________,
[Instruction: Insert data services company name.] a ______ [Instruction: Insert data
services company formation information.] ("Data Management Agency") (“Agreement”).

WHEREAS Company wishes to outsource certain of its data management needs; and

WHEREAS the parties hereto understand, acknowledge and agree that certain of Company’s
data management needs will include certain proprietary data; and

WHEREAS the parties hereto understand, acknowledge and agree that maintaining the
confidential nature and security of such proprietary data is a condition precedent to entering into
this contract; and

WHEREAS Data Management Agency is in the business of providing such data services and
wishes to assume such obligations.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows.

1. Data Management Agency shall perform the following tasks (each, an “Outsourced Service”
   and collectively, the “Outsourced Services”), as Company’s agent:

            A. Data Management Agency will establish and maintain an organization and
               process to provide proprietary data management services to Customer as more
               fully set forth in Exhibit A-Proprietary Data Management ServicesExhibit A-.
               Such management services may generally include such items as maintenance of a
               disaster recovery plan for Company in the occurrence of a disaster situation,
               database replication and routine system backup. [Comment: Parties may wish to
               more fully set forth the types of services to be provided here. Parties may
               wish to consider including a schedule of when/if Company will perform
               routine data maintenance checks.]

2. Data Management Agency will provide the Outsourced Services upon the following schedule
   ______. [Comment: Insert the agreed upon times.]

3. Data Management Agency shall be paid for the Outsourced Services according to the fee and
   payment schedule set forth as Exhibit B-Fee and Payment Schedule.

4. This Agreement shall commence on the date hereof and shall continue for a period of one (1)
   year from the date hereof (the "Initial Term"). This Agreement shall automatically be
   extended for successive one (1) year terms (each a "Renewal Term") unless either party gives
   the other written notice of its intention not to extend this Agreement at least ninety (90) days
   prior to the end of the then current term, or unless terminated as provided elsewhere herein
   (the Initial Term, together with each Renewal Term, if any, being collectively referred to


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    herein as the "Term"). Any time after expiration of the Initial Term, Data Management
    Agency may change the prices and terms on which Outsourced Services will be provided by
    providing at least one hundred twenty (120) days prior written notice to Company (the "Fee
    Notice Period"). Company shall have the right, in its sole discretion, to reject such changes
    and, in such case; this Agreement shall automatically terminate without penalty to either
    party upon expiration of the Fee Notice Period. [Instruction: Parties may revise the
    language set forth in this paragraph to reflect their agreement.]

5. The parties hereto agree that Data Management Agency’s performance of some or all of the
   Outsourced Services hereunder may be terminated as set forth herein. It is parties’ mutual
   understanding that a termination of provision of one Outsourced Service shall not be deemed
   a termination of provision of any or all other types of Outsourced Services set forth herein.
   In the event provision of one type of Outsourced Service is terminated, provision of all other
   types of Outsourced Services shall be ongoing, unless separately terminated pursuant to the
   terms of this Agreement by the terminating party.

6. Company shall permit reasonable access for Data Management Agency to its facilities in
   connection with work hereunder as required. No charge shall be made for such visits.

7. Data Management Agency will undertake all reasonable efforts to provide data management
   services pursuant to the terms of this Agreement but Data Management Agency does not
   guarantee that the any such service will be error-free. Data Management Agency will
   undertake all reasonable efforts in providing its services pursuant to the terms of this
   Agreement to ensure no data is deleted or otherwise lost which cannot be recovered by Data
   Management Agency. Data Management Agency will also undertake all reasonable efforts
   in providing its services pursuant to the terms of this Agreement to ensure all proprietary
   information is kept confidential, to the extent so required hereunder. Data Management
   Agency shall not be held responsible for the actions (whether intentional or unintentional, in
   good faith or otherwise) of any of Company’s employees (which shall include for purposes
   of this Agreement, Company’s employees, contractors, directors and agents) with respect to
   saving or backing up of data, or other utilization of any system for which Data Management
   Agency provides Outsourced Services hereunder which may cause such system, or computer
   to make any data obsolete. THE FOLLOWING WARRANTY IS IN LIEU OF ALL
   OTHER WARRANTIES, CONDITIONS OR PROMISES TO CUSTOMER OR ANY
   THIRD PARTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY
   OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
   ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR
   TRADE USAGE. EXCEPT AS PROVIDED ABOVE, THE SERVICES AND
   MAINTENANCE ARE PROVIDES 'AS IS'. Data Management Agency is not liable for
   incidental, special or consequential damages for any reason (including loss of data or other
   business or property damage), even if foreseeable or if Company has advised of such a claim.
   Data Management Agency’s liability shall not exceed the fees that Company has paid under
   this agreement. Company agrees that the pricing for the services would be substantially
   higher but for these limitations.

8. Company hereby understands, acknowledges and agrees that in any data management
   system, a potential for data loss exists.


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9. Company hereby understands, acknowledges and agrees it shall be solely responsible to
   ensure any data to be updated is provided timely to Data Management Agency. Data
   Management Agency shall bear no liability for failure to fulfill its obligations hereunder with
   respect to such data in any event such data is not provided to it for management.

10. Except as required in the performance of its obligations under this Agreement or with the
    prior written authorization of the Company, the Data Management Agency (including for
    purposes hereof, its employees, agents, representatives, consultants and contractors) shall not
    directly or indirectly use, disclose, disseminate or otherwise reveal any proprietary and/or
    confidential information obtained in performing its obligations hereunder, including but not
    limited to information regarding Company personnel, and shall not reveal any such
    proprietary and/or confidential information, for whatever reason, except as otherwise
    required by law or lawful court order. Upon termination or expiration of this Agreement for
    any reason whatsoever, Company and Data Management Agency shall leave with or return to
    the other all documents, records, notebooks, computer files, and similar repositories or
    materials containing proprietary and/or confidential information of the other party and such
    other party's affiliates, including any and all copies thereof. Any data managed pursuant to
    this Agreement is and shall remain the exclusive property of Company, and Company shall
    retain any and all applicable rights in and to such data.

11. With respect to all matters relating to this Agreement, Data Management Agency shall be
    deemed to be an independent contractor. Data Management Agency shall not represent itself
    or its organization as having any relationship to Company other than that of an independent
    agent for the limited purposes described in this Agreement. Nothing in this Agreement shall
    be deemed to create any joint-venturer, employee-employee relationship or partnership
    agreement between the parties hereto.

12. [Comment: Parties may wish to discuss and include here mutual indemnification
    language with respect to potential claims regarding the provision of the specified
    services, and specifically, the potential for disclosure of confidential information
    (including but not limited to, personnel personally identifying information and/or credit
    card information, if collected. As the scope of indemnification language is very broad,
    no specific language is included herein.]

13. In the event of litigation to resolve a dispute pursuant to this Agreement, the prevailing party
    shall be entitled to collect reasonable attorney’s fees and costs in addition to any judgment.

14. This Agreement shall remain in effect for the term specified herein unless otherwise
    terminated by the parties. Either party may terminate this agreement in whole or in party by
    giving not less than ninety days’ written notice to the other party by registered mail to the
    principal place of business of the other. Notice of termination shall become effective upon
    receipt of such notice by the party to whom it is addressed. Each party shall remain liable
    hereunder during such notice period.

15. All indemnification obligations shall survive the termination of our services or the
    termination or expiration of this Agreement. [Comment: If no indemnities are provided,
    delete this language.]


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16. No waiver by either party of the breach of any term or condition of this Agreement will
    constitute a waiver of, or consent to, any subsequent breach of the same or any other term or
    condition of this Agreement.

17. This Agreement will be governed by the law of the State of _____ [Instruction: Insert
    state.].

18. The pronouns used herein shall include, where appropriate, either gender or both, singular
    and plural.

19. Both parties agree that this Agreement is the complete and exclusive statement of the mutual
    understanding of the parties and supersedes and cancels all previous written and oral
    agreements and communications relating to the subject matter of this Agreement. No
    revision, amendment or modification may be made except in a writing signed by both parties.

20. The covenants, obligations and conditions herein contained shall be binding on and inure to
    the benefit of the heirs, legal representatives, and assigns of the parties hereto.

21. This Agreement or any subsequent amendment or modification hereto may be executed by
    facsimile and/or in one or more counterparts, each of which when so executed and delivered
    shall be deemed an original, but all of which taken together shall constitute but one and the
    same original. Each party shall accept any such signed faxed counterpart as full execution of
    this Agreement or any subsequent amendment or modification thereto.

22. The terms of this Agreement are confidential and no press release or other written or oral
    disclosure of any nature regarding the terms of this Agreement shall be made by either party
    without the other party’s prior written approval; however, approval for such disclosure shall
    be deemed given to the extent such disclosure is required to comply with governmental rules
    or a valid court order.

23. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction
    to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum
    extent necessary so that this Agreement shall otherwise remain in full force and effect and
    enforceable.

IN WITNESS WHEREOF the parties have executed this Agreement on the day and year first
indicated above.

[Instruction: Insert parties’ signature blocks.]




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                        Exhibit A-Proprietary Data Management Services




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                                Exhibit B-Fee and Payment Schedule




© Copyright 2011 Docstoc Inc.                                        7

								
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