英文版技术服务合同范本

英文版技术服务合同范本
This Technical Service Contract （the ＂Agreement"） is made and entered into on the Effective Date by and between Party A and Party B hereinafter referred to as ＂Client" and ＂Service Provider" respectively
Name: ＿
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11 Services
111 Service Provider agrees to provide professional technical services to Client as described in the Service Description attached hereto as Exhibit A
112 The services shall be performed in accordance with industry standards and best practices ensuring quality and efficiency
12 Term and Termination
121 This Agreement shall commence on the Effective Date and continue for the Initial Term unless terminated earlier pursuant to the terms herein
122 Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty days after receipt of written notice thereof from the nonbreaching party
13 Payment Terms
131 Client shall pay Service Provider the fees set forth in the Fee Schedule attached hereto as Exhibit B for the services rendered under this Agreement
132 Payments shall be due within thirty days of receipt of an invoice from Service Provider unless otherwise agreed upon in writing by both parties
133 Late payments shall accrue interest at a rate of one and a half percent （15%） per month or the maximum rate allowed by applicable law whichever is less
14 Confidentiality
141 Each party agrees to maintain the confidentiality of all information disclosed by the other party during the course of this Agreement
142 Confidential information shall not include information that is already known to the receiving party at the time of disclosure is independently developed by the receiving party without use of the disclosing party's confidential information becomes publicly available through no fault of the receiving party or is required to be disclosed by law
15 Intellectual Property Rights
151 All intellectual property rights arising out of the services provided under this Agreement shall vest in Client unless otherwise agreed upon in writing
152 Service Provider represents and warrants that the services provided under this Agreement do not infringe upon any thirdparty intellectual property rights
16 Representations and Warranties
161 Service Provider represents and warrants that it has the necessary expertise and resources to perform the services in a professional and workmanlike manner
162 Client represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder
17 Limitation of Liability
171 Neither party shall be liable to the other party for any indirect incidental special or consequential damages arising out of or related to this Agreement even if advised of the possibility of such damages
172 The liability of either party for any claim demand or action arising out of or related to this Agreement shall be limited to the total amount paid by Client to Service Provider under this Agreement
18 Governing Law and Dispute Resolution
181 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Service Provider is located excluding its conflict of laws principles
182 Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association
19 Notices
191 Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given when delivered personally or sent by certified mail return receipt requested or by a nationally recognized overnight courier service to the address of the party to be notified
110 Assignment
1101 Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party except that Service Provider may assign this Agreement to a successor entity in connection with a merger consolidation or sale of substantially all of its assets
111 Entire Agreement
1111 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations understandings and agreements between the parties relating thereto
1112 No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties
112 Force Majeure
1121 Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control including but not limited to acts of God war strikes or other labor disputes governmental
regulations or actions transportation delays or failures or inability to obtain necessary materials or services
113 Counterparts
1131 This Agreement may be executed in counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written。