IT Service Provider Agreement

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IT Service Provider Agreement Powered By Docstoc
					                            IT Service Provider Agreement

This IT Service Provider and Information Technology Services Agreement, made
this (date), hereinafter called the Effective Date, together with the Exhibits attached
hereto and incorporated herein, (collectively, the Agreement) by and between (Name of
Client), having an office and place of business at (street address, city, state, zip code),
hereinafter called the Client and (Name of Consultant), with offices at (street address,
city, state, zip code), hereinafter called the Consultant.

Whereas, Consultant has certain software, as hereinafter described, which it is wishes
to make available to Client (as defined below) under an application services provider
relationship, and Client has a need and desire to license access and use of the software
through said application services provider related services from Consultant; and

Whereas, Consultant has expertise in and wishes to provide to Client, and Client
wishes to obtain from Consultant, certain information technology, data processing, Web-
hosting, and applications services provider-related services, as more fully described
hereinafter.

Now, therefore, for and in consideration of the mutual covenants and promises
hereinafter set forth, the parties agree as follows:

I.     Definitions. The following capitalized terms, whenever used in this Agreement,
shall have the respective meanings set forth below:

       A.      Acceptance and/or Accepted means Client's written notice to Consultant
       that (as applicable) the Services have been accessed and used by Client in a live
       production environment, whereby such Services and, if applicable, any Work
       Product, performs in accordance with the applicable performance standards,
       metrics, scalability, and/or requirement specifications incorporated herein and/or
       set forth under the applicable Schedule.

       C.     Client means (Name of Client).

       D.     Confidential Information means certain financial, technical, legal,
       marketing, network, and/or other business information, reports, records, or data
       (including, but not limited to, computer programs, code, systems, applications,
       analyses, passwords, procedures, output, information regarding software, sales
       data, vendor lists, customer lists, and employee or customer related information,
       business strategies, advertising and promotional plans, creative concepts,
       specifications, designs, and/or other material) which the disclosing party deems,
and the receiving party should consider, proprietary and/or confidential (and of
independent economic value) to the disclosing party. For the avoidance of doubt,
Confidential Information means: (a) with respect to Consultant, Consultant's (and
its permitted subcontractors') Services and/or pre-existing proprietary materials,
including templates, software tools and scripts, licensed or provided to, or
accessed by, Client hereunder, network information, functional and design
specifications, and (b) with respect to Client, Personally Identifiable Information,
and any financial, technical, legal, marketing, network, and/or other business
information of Client's and its employees, and customers.

E.     Equipment means all physical and electrical devices and requirements,
except for Client's data, information, and/or Confidential Information, necessary
for Consultant to render, maintain, and/or support the Services, including but not
limited to any materials, telecommunication and digital transmission connections
and links, operating software, hardware, ISDN backup line, routing, network
management, support and monitoring of the network, secure network
environment provided by a proxy server and proxy services, firewalls, and
security policy and reporting.

F.     Losses means and include any and all losses, liabilities, damages,
claims, costs (including, but not limited to, cost of cover), penalties, expenses,
and fees (including, but not limited to, reasonable attorneys' fees, disbursements
of counsel, and costs of investigation, litigation, third party discovery, and
settlement, incurred in any action or proceeding between Client and Consultant
or between either party and any third party).

G.      Personally Identifiable Information and PII means personal information
that is, without limitation, names, phone numbers, mailing addresses, credit card
information, social security numbers, and/or account or financial information of
the past, present and future customers (including potential customers), sales
associates, brokers of and vendors to the foregoing and of any other persons or
entities who provide personally identifiable information to Client and all other
personally identifiable information stored in Client's computer system for the
purposes of performing the Services hereunder.

H.     Services means Consultant's provision and/or license of (i) the Software
(as defined below) for access and use by Client for the term identified in the
applicable Schedule, and (ii) the information technology outsourcing related
services, including specifically, but not exclusively, Web-hosting, Software
management, support, and/or maintenance services.
      I.      Security Plan means the security plan mutually agreed upon by the
      parties, which shall be incorporated by reference into this Agreement as if fully
      set forth herein and which shall be attached (or be deemed to be attached) to this
      Agreement as Exhibit A, as the same may be amended or modified from time to
      time by the parties in writing.

      J.      Software means the certain proprietary software (in source and object
      code) and related documentation provided by the Consultant (and/or its third
      party licensors) and is accessed by Client via the Internet under the Services,
      which is further described and/or identified in the applicable Schedule. For the
      avoidance of doubt, Software shall also mean (as applicable) Consultant's pre-
      existing analytical tools, scripts, or routines identified in the applicable Schedule
      as being used in the provision of the Services, but excluding Work Product or
      Client's Confidential Information.

      K.     Work Product means any and all work product, deliverables, reports,
      documentation, analysis and/or proposals issued, data, content, information,
      graphics, files, blueprints, diagrams, charts, photographs, surveys, or other
      materials, writings, or works of authorship (and any drafts of the foregoing), and
      including all intellectual property rights therein and thereto, that are created,
      developed, or prepared for Client by Consultant (including its employees or
      subcontractors) in the course of performing the Services under this Agreement.
      For the avoidance of doubt, Work Product does not mean nor include the
      Services, Software, or Equipment.

II.   Schedules and Scope of Services.
      A.       Consultant shall (i) provide the Services, which shall include the accessing
      and using of Software made available at the designated Web site address(es),
      (ii) deliver the Work Product, if any, and (iii) operate and maintain for Client the
      requisite Equipment, as described and specified in a written statement of
      services that is to be mutually agreed upon and signed by both parties (each
      a Schedule). For reference purposes, a model form of Schedule is attached
      hereto as Exhibit B. In addition, to the extent that Consultant will be providing to
      Client any Equipment that is owned by third party licensors or lessors, such
      Equipment shall be specifically identified in the applicable Schedule. Consultant
      shall not commence the provision of, and Client shall not be required to pay for,
      any Services and/or Work Product unless and until the applicable Schedule has
      been completed and signed by the parties' authorized representatives.

      B.     With respect to Client's access and/or use of the Services under the
      applicable Schedule, Consultant hereby grants to Client a nonexclusive, non-
transferable (except as otherwise set forth under this Agreement), worldwide,
license to use and/or access the Services (including any and all updates and
modifications to the Software) in accordance with the terms set forth in the
applicable Schedule. Unless otherwise specified in the applicable Schedule,
Client shall be permitted to concurrently use and access an unlimited number of
users to the Services, at any of Client's and/or its Affiliates' sites.

C.     Consultant shall be responsible for the supervision and direction of the
Services by its employees and subcontractors, if any. Consultant will inform
Client of the name of Consultant's supervisor responsible for the Services. Only
the persons specifically identified in the applicable Schedule will perform the
Services for Consultant. In the event that Client, in its sole and reasonable
judgment, determines that such persons are unsatisfactory or unqualified to
perform Services hereunder, Client shall so notify Consultant and such persons
shall be removed forthwith and replaced by Consultant without any degradation
in Services to Client. Consultant shall not retain any subcontractor to assist it in
the provision of the Services pursuant to this Agreement without the prior written
consent of Client. Any subcontractor retained by Consultant for such purposes
shall be given a copy of this Agreement and the applicable Schedule prior to
commencing work in connection with such Services, and shall agree in writing to
comply with the provisions of this Agreement (including, but not limited to, the
provisions regarding Confidential Information). All subcontractors shall work
under the control and direction of Consultant, who shall be solely responsible for
the work of and payment to any subcontractor, as well as for any breaches of this
Agreement by such subcontractor. Client shall have no responsibility whatsoever
with respect to any payments to subcontractors, and Consultant shall indemnify,
defend, and hold harmless Client from and against any and all subcontractor
claims or demands relating to any such payments.

D.      Consultant shall retain any and all ownership right, title, and interest in and
to the Services, Software, and Equipment. Client shall not, nor assist others to,
(a) disassemble, decompile, reverse engineer, or otherwise attempt to recreate
the Software, (b) modify, enhance, or create derivative works based on the
Software without the prior written consent of Consultant, (c) rent, lease, grant a
security interest in, or otherwise transfer rights to the Services or Software unless
otherwise provided in this Agreement, or (d) remove any proprietary notice or
label from the Services or Software. The foregoing restrictions shall not be
construed to limit Client's rights to independently develop or acquire similar
products without use of the Services, Software, or Consultant's Confidential
Information.
III.   Data Protection and Security Plan
       A.      The Security Plan, attached hereto as Exhibit A, shall disclose and
       identify, at a minimum, (i) the nature and functions of any electronic means
       (including, but not limited to, electronic mail, Web site, and/or the Internet) by
       which Consultant intends to assist Client in the provision of the Services and/or
       provision of the Work Product; (ii) the security on the Equipment used; (iii) the
       use of PII and/or business-related information in test and deployment; (iv) the
       security controls in place (including, but not limited to, firewalls, web security,
       email protection, intrusion detection, incident response process, virus protection,
       and physical security); and (v) the necessary security processes, procedures,
       and practices to support the security controls and infrastructure.

       B.      Consultant shall implement Client's Security Plan requirements to protect
       Client's computer systems, network devices and/or the data processed thereon
       against the risk of penetration by, or exposure to, a third party via any system,
       method, or feature utilized by Consultant in performing such work and/or
       accessing such systems. Unless otherwise specified in the Security Plan, such
       protections shall include, but not be limited to, (i) protecting against virus
       intrusions, (ii) encrypting Personally Identifiable Information in transmission and
       in storage, (iii) securing the computer systems and network devices, and (iv)
       protecting against intrusions of operating systems or software. Consultant shall
       implement and maintain current industry standard anti-virus measures to detect,
       prevent and remove computer viruses and/or other contaminants designed to
       damage, alter, delete, disable, or permit unauthorized access to, Client's
       databases, systems, equipment or property to or from Consultant's Equipment,
       and to prevent the spread of computer viruses between the parties which access
       or exchange data or software through any network connectivity. Anti-virus
       measures shall be incorporated on all data transfer mechanisms as well as any
       other points reasonably requested by Client, in writing, or which is otherwise set
       forth in the Security Plan.

       C.     Consultant shall comply with Client's reasonable policies, standards,
       procedures, and guidelines for privacy, information protection, and data and
       systems security (which policies and guidelines can be made available upon
       Consultant's reasonable request), and with all applicable privacy laws and
       regulations (including, but not limited, to those of the United States and of the
       European Union Member countries). Consultant shall maintain security controls
       over resources it provides on behalf of Client, which controls shall protect the
       confidentiality, privacy, integrity and availability of Client's information (including
       the information of its and their employees, franchisees, sales associates,
       brokers, and customers). Unless otherwise specified in the Security Plan, such
controls (and the measures to be employed by Consultant with respect thereto)
include, but are not limited to, (i) requiring unique identification and authorization
of all users, (ii) limiting administrator-level control to only authorized persons, (iii)
implementing access controls on all data, software or other file-system objects
limiting access to only authorized users, (iv) allowing only the protocols required
for the function and management of the solution to be transmitted or utilized, (v)
ensuring the integrity of all data stored or processed, and (vi) preventing the loss
of data processed or transferred. Consultant shall monitor all service, equipment,
test environment, and communication links for security breaches, violations and
suspicious activity, and shall notify Client of such breaches, violations, and
activity on a timely basis in a manner to be mutually agreed upon in writing
between the parties. Consultant will maintain logs, system records, and test
plans and results for an agreed-upon time for review by Client.

D.      During the term of this Agreement, and for one (1) year thereafter, Client
reserves the right to audit (upon reasonable notice to Consultant), by physical
inspection and/or electronic means, the Services, Equipment, and/or Services'
sites (including physical environment, and related infrastructure and procedures)
to determine Consultant's compliance with this Agreement, which audit may be
performed by employees of, or authorized agents retained by, Client. Such audits
will include but are not limited to on-site inspections of Consultant's facilities,
reviews of access logs, and observation of day-to-day operations.

E.      To the extent that Consultant has access Personally Identifiable
Information Consultant acknowledges that it shall hold such information in the
strictest of confidence, and protect such information, in accordance with Client's
privacy policies, the confidentiality provisions set forth in this Agreement, and
applicable law. For the avoidance of doubt, Consultant's obligation to hold
Personally Identifiable Information in the strictest of confidence includes without
limitation the following measures: (i) encrypting Personally Identifiable
Information during any data transmission(s) and while stored on Equipment; and
(ii) certify in writing to Client's information protection department that Personally
Identifiable Information has been returned to Client, or destroyed (if requested by
Client), after its use. In addition, Consultant shall not use or disclose Personally
Identifiable Information without Client's and the employee's or customer's prior
written consent. In the event that Client and the employee or customer so
consents, Consultant may disclose such Personally Identifiable Information only
to the extent expressly permitted by such employee or customer and only in
accordance with the terms of this Agreement and applicable law.

F.     Consultant shall immediately notify Client in writing in the event that there
     is a proposed material change in the system environment that is being
     maintained or supported by Consultant in the provision of the Services and/or
     Equipment under the applicable Schedule.

V.   Maintenance and Support
     A.     Unless otherwise specified in the applicable Schedule, Consultant shall
     provide the maintenance and support services described hereinafter in this
     Section V. During the maintenance and support period specified in the
     applicable Schedule (and so long as Client remains current on any applicable
     maintenance and support fees), Consultant shall (i) provide Client with such
     assistance as reasonably necessary to cause the Services (including the ability
     to access and use the Software), Equipment, and/or Web sites being operated,
     maintained, and supported by Consultant hereunder, to perform in accordance
     with the applicable Schedule(s), and including the specifications, documentation,
     user manuals, and Client requirements referenced thereunder, and (ii) promptly
     correct, revise, or replace any nonconforming Services (including the Software,
     as applicable), Equipment, and/or Web sites. Consultant shall use its best efforts
     to be responsive to Client's maintenance and support needs and requirements.
     Consultant shall, among other things, provide Client with toll-free telephone
     access to a technical support staff to assist in identifying problems or answering
     questions regarding use and operation of any Services, and for notifying
     Consultant of the need for maintenance or support, which telephone support
     shall be: (a) for level three support, seven (7) days per week, twenty-four (24)
     hours per day, and (b) for level two support, Monday through Friday, 8:00 AM to
     5:00 PM EST.

     B.    In addition to the obligations set forth in Section 5-A hereof, and unless
     otherwise expressly agreed to by the parties under the applicable Schedule,
     Consultant shall provide the following service levels with respect to the access
     and use of the Services:

           1.      Provide access to the Services on a 24 hour, seven days a week
           basis, but at a minimum the Services shall be available to Client at a rate
           of ____% per month. Services that are available to Client on this basis are
           accessible via the Web site specified under the applicable Schedule; if
           Client is not able to reach the designated Web site, then Services are not
           accessible.

           2.     The Services described above shall not apply to performance
           issues: (i) caused by overall Internet congestion, slowdown or
           unavailability; (ii) caused by unavailability of generic Internet services (e.g.
             DNS Servers) due to virus or hacker attacks etc. and/or (iii) that resulted
             from Client's equipment or third party computer hardware or network
             infrastructure not within the sole control of Consultant; or (iv) that resulted
             from scheduled system maintenance, which scheduled system
             maintenance shall not exceed (number) hours per month.

             3.     For each month that the Services do not meet the defined
             availability above, Client shall be entitled to a Services extension as
             outlined below:

                    Monthly Availability                Service Extension
                     ___% — ___%                        (Number) day(s)
                     ___% — ___%                        (Number) day(s)
                     ___% — ___%                        (Number) day(s)
                     Below ____%                        (Number) day(s)

IV.    Acceptance of Services and Work Product Unless otherwise expressly agreed
to by the parties under an applicable Schedule, the Services and/or Work Product shall
be subject to Acceptance testing by Client. Any and all criteria, requirements, and/or
standards (including, but not limited to, acceptance periods) related to Acceptance shall
be set forth in the applicable Schedule, or attached as an attachment thereto.
Acceptance shall be in accordance with the following procedures:

      1.     Client, with the full cooperation and assistance of Consultant, shall review,
      test, and/or evaluate (as the case may be) the Services and/or Work Product in a
      manner it deems appropriate during the Initial Term (as defined in Section IX-A
      below) to determine whether the Services and/or Work Product conform to the
      terms and conditions of this Agreement and the applicable Schedule.

      2.     Upon Client's completion of such review, test, and/or evaluation, Client
      shall either (i) provide Acceptance for the Services and/or Work Product, or (ii)
      the Services and/or Work Product, as applicable, are not in conformance with
      this Agreement and any requirements, criteria, standards set forth under the
      applicable Schedule, in which case Client shall provide to Consultant a written
      description of any such nonconformities.

      3.      If Client determines in its reasonable discretion that the Services and/or
      Work Product are not in conformance with this Agreement and any requirements,
      criteria, standards set forth under the applicable Schedule, Client may, at its sole
      option, either (i) terminate the applicable Schedule pursuant to Section IX
      hereof, or (ii) request that Consultant correct and/or modify (at Consultant's sole
      expense) the non-conforming Services and/or Work Product within fifteen (15)
      days thereof (or such other period of time as mutually agreed upon in writing
      between the parties). If Client elects to request a correction, pursuant to (b) in the
      foregoing sentence, and Consultant fails or is unable to correct or modify the
      non-conforming Services and/or Work Product within such cure period, Client
      may (at its sole election and in addition to any and all other remedies that may be
      available to Client) terminate the applicable Schedule pursuant to Section IX
      hereof, in which case Consultant shall promptly refund to Client any and all
      payments made to Consultant under the terminated Schedules for the non-
      conforming Services and/or Work Product. The payment by Client of any
      amounts hereunder shall not constitute Client's Acceptance of the Services
      and/or Work Product.

VI.   Work Product and Ownership Rights.
      A.      Except only to the extent that Consultant is to retain ownership rights to
      any Work Product pursuant to the express provisions of a Schedule, the following
      provisions of this Section VI shall apply to any and all Work Product. Any and all
      Work Product to the extent copyrightable shall be deemed a “work for hire” for
      the sole benefit of Client. In addition, all right, title, and interest in and to Work
      Product shall be owned exclusively by Client from the moment of its creation
      (regardless of whether Client uses the Work Product). Consultant hereby
      irrevocably assigns, transfers and conveys (and shall cause its employees and
      subcontractors to irrevocably assign, transfer and convey), and shall be deemed
      to have expressly disclaimed, any and all right, title, or interest in and to Work
      Product, whether copyrightable, or the subject of any other intellectual property
      rights or industrial property rights other than copyright, such as, but without
      limitation, all rights in new and useful inventions, all patent rights, and all trade
      secret and trade dress rights, on a worldwide and perpetual basis from the
      moment of development or creation and without the necessity of any additional
      consideration. To the extent any Work Product is not deemed a “work for hire”
      by operation of law or that the ownership of any such Work Product does not
      automatically vest from the moment of development or creation in Client,
      Consultant hereby irrevocably assigns, transfers and conveys to Client (and shall
      cause its employees and subcontractors to irrevocably assign, transfer and
      convey), all of its right, title and interest in such Work Product on a worldwide and
      perpetual basis, including all rights of patent, copyright, trade secret, trade dress
      or other intellectual, industrial or proprietary property rights, from the moment of
      development or creation and without the necessity of any additional
      consideration.

      B.     Notwithstanding the foregoing in Section VI-A, Consultant shall retain
       sole and exclusive ownership rights in and to any (i) Confidential Information,
       Services, Software, and/or Equipment of Consultant and/or pre-existing
       proprietary materials, items, or elements of Consultant or its third party licensors
       or subcontractors, and/or (ii) any tools or scripting applications developed or
       created by Consultant or its subcontractors during the provision of the Services
       hereunder. In the event and to the extent that the Work Product contains any
       Confidential Information or Software of Consultant and/or pre-existing proprietary
       materials, items, elements, tools, and/or scripting of Consultant or its third party
       licensors or subcontractors, Consultant shall specifically identify such
       information, Software, materials, items, elements, tools, and/or scripting in the
       applicable Schedule(s), and Consultant (or its licensors or subcontractors, if
       applicable) shall be deemed to have granted to Client (including its Affiliates and
       third party contractors, which contractors have signed confidentiality agreements
       with Client) a nonexclusive, perpetual, royalty-free, irrevocable, worldwide, and
       enterprise-wide license to use, reproduce, alter, adapt, modify, display, perform,
       distribute, and make derivative works of such information, Software (subject to
       any restrictions on Software set forth elsewhere in this Agreement or the
       applicable Schedule), materials, items, elements, tools, and/or scripting in
       accordance with the terms of the applicable Schedule(s).

       C.       Notwithstanding the foregoing, nothing in this Agreement shall preclude
       Consultant from using any general information, ideas, concepts, know-how,
       techniques, programming routines and subroutines, methodologies, processes,
       skills, or expertise (collectively, Residual Information) which Consultant's
       employees or subcontractors retain in their memory and derive from the provision
       of the Services hereunder, and which are no more than skillful variations of
       general processes known to the computer data processing and/or information
       technology industries (and, as such, are neither proprietary, confidential, nor
       trade secret information of Consultant or its subcontractors), provided, however,
       that Consultant does not (i) use in connection with, and/or incorporate into, such
       Residual Information any Work Product or Confidential Information of Client or its
       Affiliates, (ii) breach its confidentiality obligations hereunder, and/or (iii) use or
       apply such Residual Information in a manner that would result in a competitive
       disadvantage to Client or its Affiliates.

VII. Taxes and Benefits. Consultant shall be solely responsible for payment of
worker's compensation, disability, medical, and/or other similar benefits, unemployment
or other similar insurance, all necessary liability insurance of Consultant, if appropriate,
and for withholding income and reporting wages on behalf of its employees in
accordance with all applicable laws, statutes, and regulations, and/or other similar taxes
or social security for Consultant as levied by any governmental authority. Client shall not
be liable for any penalties and/or late fees, which may be imposed if such taxes are not
paid by Consultant. Consultant further agrees that Consultant shall defend, indemnify,
and hold Client, its Affiliates, and agents, harmless from and against any and all
judgments, fines, costs, penalties, assessments, or fees associated with such required
payments.

VIII.   Fees and Invoicing.
        A.     Subject to Consultant's provision of the Services and/or delivery of Work
        Product (if any) to Client's reasonable satisfaction and approval, and in
        conformance with the provisions of this Agreement (including, but not limited to
        Acceptance) and the applicable Schedule(s), Client shall pay to Consultant the
        fees set forth in the applicable Schedule(s) and in accordance with the business
        terms and conditions set forth in Exhibit B attached hereto. The total fees and
        expenses for any Services and/or Work Product under a Schedule shall under no
        circumstance exceed the maximum amount specified in such Schedule without
        the prior written consent of Client.

        B.      Unless otherwise specified in the applicable Schedule, Client shall pay all
        undisputed invoices within thirty (30) days after Client's receipt thereof. Each
        invoice shall describe in reasonable detail the Services performed and/or Work
        Product delivered, and associated time, fees and expenses. All time and
        expenses must be accounted for in writing by Consultant and supported with
        appropriate documentation. Travel expenses are subject to Client's travel policy,
        which is incorporated herein by reference. Consultant shall be required to submit
        to Client original receipts and bills for such expenses prior to reimbursement
        thereof. Client shall not be required to pay for any Services and/or Work Product
        that, in Client's reasonable opinion, do not conform with the terms of this
        Agreement and the applicable Schedule. Any payments made by Client
        hereunder shall not be construed as Acceptance by Client of the Services and/or
        Work Product.

IX.     Term and Termination.
        A.     This Agreement shall be effective as of the date first set forth above, and
        shall continue unless otherwise earlier terminated as set forth herein. The
        applicable Schedules shall commence as of the effective dates set forth therein,
        and shall continue until the expiration of the applicable license term(s) (if any),
        the completion of any and all Services, and/or the delivery of any and all Work
        Product, unless otherwise earlier terminated or extended as set forth in this
        Agreement. Notwithstanding anything to the contrary set forth above in this
        Section IX-A, with respect to any licenses granted pursuant to a Schedule(s)
hereunder, the applicable license term(s) shall commence upon Client's
Acceptance.

B.      Notwithstanding the foregoing, and for as long as this Agreement is in
effect, Client may terminate, at any time and without cause, the applicable
Schedule hereunder by providing to Consultant at least thirty (30) days' prior
written notice thereof. In the event that Client terminates the applicable Schedule
without cause pursuant to this Section IX-B, Client shall have no further
obligation or liability whatsoever to Consultant thereunder except (i) with respect
to Consultant's Confidential Information, and (ii) that Client shall pay Consultant
for any and all Services and/or Work Product completed and delivered by
Consultant prior to the termination effective date and performed in accordance
with the terms and conditions of this Agreement (including, but not limited to,
Acceptance).

C.      Either party may terminate this Agreement the other party materially
breaches any of the terms, conditions, or obligations set forth in this Agreement
or the applicable Schedule and fails to correct such breach within fifteen (15)
days (or such other period of time as mutually agreed upon in writing between
the parties) following the breaching party's receipt of written notice of such
breach. In the event that Client terminates this Agreement as a result of
Consultant's material breach pursuant to this Section IX-C, Client shall have no
further payment liability or obligation whatsoever to Consultant hereunder, and
Consultant shall (in addition to any and all other remedies that may be available
to Client) promptly (i) refund to Client a prorated portion (amortized over a twelve
(12) months period) of any fees paid to Consultant under this Agreement, (ii)
refund to Client any and all fees paid in advance by Client for the Services and/or
Work Product not performed or delivered in accordance with the terms and
conditions of this Agreement and the applicable Schedule, and (iii) reimburse
Client's reasonable out-of-pocket costs incurred by Client to rectify (or have
rectified) any nonconforming Services and/or Work Product.

D.      Upon the termination or expiration of this Agreement, (i) each party shall
(a) promptly (at the other party's sole option and request) return to the requesting
party or destroy (and certify in writing to such destruction) any and all
Confidential Information of the requesting party, whether in written or electronic
form, and neither party, nor any of its or their subcontractors or agents (nor any
of their respective employees) shall retain any copies, extracts, derivatives, or
other reproductions of the requesting party's Confidential Information (in whole or
in part) in any form whatsoever, and (b) take reasonable steps to assure that any
and all documents, memoranda, notes, and other writings or electronic records
     prepared or created by the requesting party, which include or reflect the
     requesting party's Confidential Information, are destroyed, and (ii) Consultant
     shall deliver to Client any and all Work Product (including any works in progress)
     prepared or created by Consultant, its employees or subcontractors under the
     applicable Schedule.

     E.     Transition of Services. Upon expiration or termination of this Agreement
     and/or any Schedule for any reason whatsoever (except for termination by
     Consultant pursuant to Section IX-C hereof), Consultant shall, upon Client's
     reasonable request, for a period of days no less than thirty (30) days, provide to
     Client all assistance and cooperation reasonably required by Client in order to
     transfer and transition the provision of the Services, as well as any disaster
     backup recovery services described in Section XIV hereof, from Consultant
     (and/or its subcontractors, if any) to Client and/or Client's third-party provider(s),
     with the objective of allowing the Services to continue without degradation or any
     material interruption of Services upon said expiration or termination. Client shall
     pay to Consultant for any such transition services on a per diem rate basis prior
     to the end of the transition period, beginning as soon as reasonably possible
     during such period. Consultant will deliver all technical and business material in
     its possession reasonably required for Client to continue the Services affected in
     addition to any material identified in the applicable Schedule(s) or related
     documentation.

     F.     Notwithstanding anything to the contrary, Consultant will continue to
     provide the Services and/or Work Product specified under one or more
     Schedules during the pendency of a good faith dispute, at the same level, in the
     same manner, and at the same level of ser
				
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Description: Information Technology involves a set of tools, processes, and methodologies (such as coding/programming, data communications, data conversion, storage and retrieval, systems analysis and design, systems control) and associated equipment employed to collect, process, and present information. In broad terms, IT also includes office automation, multimedia, and telecommunications.
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PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),