Fillable Printable Technical Support Service Agreement

Technical Support Service Agreement

Technical Support Services Agreement Acct# __________

This TECHNICAL SUPPORT SERVICES AGREEMENT ("Form 200") is entered into as of the _____ day of

___________, by fP Technologies, Inc., an Indiana corporation (referred to as “Supplier”), with corporate address of

3020 N. Post Road - Suite A, Indianapolis, IN 46226 and U.S. Mail address of P.O. Box 290352, Tampa FL 33617

and __________________________________ , a company or individual located at __________________________

____________________________________________________ (referred to as “Customer”).

WHEREAS, the Supplier is interested in providing fee-based support services to the Customer and the Customer is

interested in receiving the services provided for in this Agreement.

NOW, THEREFORE, in consideration of their mutual undertakings, and other good and valuable consideration, the

parties hereby agree as follows:

I. STANDARD TERMS AND CONDITIONS: The Customer agrees to all provisions of Supplier’s’ Standard

Terms and Conditions, Form 100 which is herein incorporated by reference to this Agreement.

II. PRICING: The pricing for providing services under this agreement will include all of the Suppliers supported

products that the Customer has purchased. Schedule A Support Contract Pricing is incorporated herein.

Customer discounts will not apply to Support Contract Rate or Non-Contract Technical Services Rates.

III. PAYMENT: Payment will be due in advance of the effective contract date. Payment for non-contract support

services as specified in Schedule B—Non-Contract Technical Service Rates will be paid before those services

are rendered.

IV. SERVICES PROVIDED: Support services provided by the Supplier under the terms and conditions of this

agreement will be limited to filePro® issues relating to the current supported versions only. These services are

provided on a best effort basis. If it is determined to be a non-contract support issue such as hardware,

application, or operating system issue, the Customer agrees to pay the then prevailing non-contract per-incident

fee. Services provided under this Agreement will be preformed at a Supplier support service location. If on-site

services are requested and performed by the Supplier, the Customer agrees that the services provided will be at

the then prevailing non-contract rates or proposal rate.

1. Cooperation of the Customer. The Customer agrees to comply with all requests of the Supplier and to

provide access to all documents and files necessary to the performance of the Supplier's duties under this

Agreement.

2. Specific Services. The Supplier agrees to provide telephone consultation, instruction, or support (including

installation, setup, troubleshooting, and operational information) as it pertains to the qualifying software

product.

3. Method of Performing Services. The Supplier will determine the method, details, and means of

performing the above-described services.

V. CONTRACT TERM: This agreement will remain in force for a period of one (1) year from the effective date.

The agreement will automatically renew for an additional one(1) year period at the then prevailing support

contract rates, unless terminated by either party in writing 30 days prior to the renewal date. Payments are due

prior to the actual renewal date. All incidents exceeding the amount purchased for the year will be billed at the

current non-contract rate.

fP Technologies, Inc. Form 200 Page 1 of 5 09/20/06

VI. ASSIGNMENT: The Customer may not assign any rights hereunder without the prior written approval of the

Supplier, and any attempt to assign any rights, duties, or obligations hereunder without the Supplier's written

consent will be void. The Supplier may assign all or any part of its rights or obligations without the Customer’s

consent.

VII. DISCLAIMER OF WARRANTY : THE SUPPLIER MAKES NO WARRANTY OF ANY KIND, EXPRESS

OR IMPLIED, WITH REGARD TO THE SERVICES PROVIDED HEREUNDER.

IX. LIMITATION OF LIABILITY: IN NO EVENT WILL THE SUPPLIER BE LIABLE TO CUSTOMER OR

ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH CUSTOMER FOR ANY CLAIM, LOSS,

OR DAMAGE OR ANY KIND OR NATURE; WHATSOEVER, ARISING OUT OF OR IN CONNECTION

WITH THE PERFORMANCE OF THIS AGREEMENT. ANY INTERRUPTION OR LOSS OF SERVICE

OR USE OF THE SOFTWARE, OR ANY FILES, DATA, OR OTHER COMPUTER SYSTEMS SHALL IN

NO WAY CAUSE LIABILITY TO CUSTOMER. ANY SOFTWARE FAILURE OR ANY LOSS OF

PROFITS, SALES, BUSINESS, DATA, OR OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL,

CONSEQUENTIAL, OR LOSS OR DAMAGE OF ANY KIND OR NATURE RESULTING FROM THE

FOREGOING, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY

LIMITED REMEDY SHOULD NOT BE ASSUMED BY THE SUPPLIER..

X. PARTIAL INVALIDITY: If any provision of this Agreement is held by a court of competent jurisdiction to be

invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being

impaired or invalidated in any way.

XI. ARBITRATION: Any controversy between the parties hereto involving the construction or application of any

of the terms, covenants, or conditions of this Agreement will, on the written request of one party served on the

other be submitted to arbitration. The arbitration will comply with and be governed by the provisions of the

State of Indiana Code of Civil Procedure. The parties will each appoint one person to hear and determine the

dispute and if they are unable to agree, then the two persons so chosen will select a third impartial arbitrator

whose decision will be final and conclusive on both parties. The cost of arbitration will be borne in such

proportions as the arbitrators decide.

XII. ATTORNEYS' FEES: If any action at law or in equity, including an action for declaratory relief, is brought to

enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys'

fees, which may be set by the court in the same action or in a separate action brought for that purpose, in

addition to any other relief to which that party may be entitled.

XIII. GOVERNING LAW: The parties hereby agree that any dispute regarding the interpretation or validity of, or

otherwise arising out of, these standard terms and conditions for sale, or relating to the support hereunder shall

be subject to the exclusive jurisdiction of the courts, and governed by the laws of, the State of Indiana without

regard to that body of law controlling conflicts of law.

XIV. TERMINATION OF AGREEMENT:

1. Termination upon Notice. Notwithstanding any other provisions of this Agreement, either party hereto may

terminate this Agreement at any time by giving thirty (30) days written notice to the other party. Unless

otherwise terminated as provided herein, this Agreement shall continue in force for a period of one (1)

year. The Customer will forfeit any and all moneys paid upon execution of this agreement.

2. Termination on Occurrence of Stated Events. This Agreement shall terminate automatically on the

occurrence of (1) bankruptcy or insolvency of either party; (2) sale of the business of either party; (3) death

of the Customer; or (4) assignment of this Agreement by either party without the express written consent of

the other party.

fP Technologies, Inc. Form 200 Page 2 of 5 09/20/06

3. Termination by the Customer for Default of the Supplier. Should the Supplier default in the performance of

this Agreement or materially breach any of its provisions, the Customer, at the Customer's option, may

terminate this Agreement by giving written notification to the Supplier.

4. Termination for Failure to Make Agreed-Upon Payments. Should the Customer fail to pay the Supplier all

or any part of the fees set forth in this Agreement on the due date, the Supplier, at the Supplier's option,

may terminate this Agreement if the failure is not remedied by the Customer within thirty (30) days from

the date payment is due.

XV. NOTICES: All notices and demands of any kind which Customer or Supplier may be required or desire to

serve upon the other under the terms of this Agreement shall be in writing and shall be served by personal

service or by mail at the address of the receiving party set forth above (or at such different addresses as may be

designated by either party by written notice to the other party). All notices or demands by mail shall be by

certified or registered mail, return receipt requested, and shall be deemed complete three days after mailing.

Notices sent to Supplier shall be addressed to the attention of "Legal Services."

XVI. UNENFORCEABLE PROVISIONS: In the event that any of the provisions of this Agreement shall be held

by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions of this

Agreement shall remain in full force and effect, provided that in such event the parties agree to negotiate in

good faith substitute enforceable provisions which most nearly effect the parties' intent in entering into this

Agreement.

XV. WAIVER: The failure of either party to enforce at any time, or for any period of time, the provisions hereof

shall not be construed to be a waiver of such provisions or of the right of such party to enforce each and every

such provision.

ENTIRE AGREEMENT: This Agreement, including any attachments hereto, constitutes the entire agreement

between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements

heretofore existing between the parties hereto are expressly canceled. Each party acknowledges that it is not

entering into this Agreement on the basis of, and has not relied on, any representations not expressly contained

herein. Any modifications of this Agreement must be in writing and signed by both parties hereto.

fP Technologies, Inc. Customer:

By: ________ _____________________ By: _____________ ______________________

Title: Director of Marketing Title: ____________________________________

Printed Name: Lauren J. Kelly Printed Name: _____ _______________________

Date: _______ _____________________ Date: ___________________________________

fP Technologies, Inc. Form 200 Page 3 of 5 09/20/06

Schedule A – Support Contract Pricing

(Effective September 15, 2006)

[ ] 5 Support Incidents $ 450.00

[ ] 10 Support Incidents $ 800.00

[ ] 20 Support Incidents $ 1,400.00

[ ] Unlimited Annual Support $ 2,500.00

Selected Contract Fee: $ ______ Due upon execution of this

Agreement

Incidents exceeding those purchased and all Non-contract Services to be

provided at the current prevailing service rates as listed in Schedule B, Non-

Contract Technical Services Rates.

These annual fees are subject to change without notice. The current prevailing

fees will apply at contract renewal.

fP Technologies, Inc. Form 200 Page 4 of 5 09/20/06

Schedule B - Non-Contract Technical Services Rates

(Effective September 15, 2006)

Telephone Technical Support $ 125.00 per incident

Custom one-on-one training $ 640.00 per student day

at fP Center or $80.00 per hour.

On-site Training/Consultation $ 1000.00 per student day

plus expenses

Custom Programming Services $ 150.00 per hour plus

[application specific programming expenses – 1 hour

imports, exports, platform file transfers] minimum and billed in ½

hour increments

Or per quote

These rates are subject to change without notice.

fP Technologies, Inc. Form 200 Page 5 of 5 09/20/06