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EXHIBIT 10.26
Strategic Data Systems, Inc.
Implementation Support Agreement (ISA)
Strategic Data Systems, Inc. (SDS) desires to provide *(NAME), ("Client") and
Client desires to select from SDS certain services to support the *(SOLUTIONS)
used by Client and agree to the following:
CLIENT REQUESTED SERVICES
SDS shall provide data processing support services related to *(SOLUTIONS).
These services encompass areas such as:
# Installation assistance
# Problem resolution
# System enhancement
# System planning
# System changes
EQUIPMENT/SOFTWARE
Client is required to have sufficient hardware and associated software to
provide telecommunications capabilities with SDS.
Hardware vendor's costs for system software updates shall be at Client expense.
TERM
This Agreement shall take effect on *(DATE) and shall be terminated upon
depletion of the hours identified in Schedule A of this Agreement or
December 31, XXXX*(YR), whichever is first.
TRAVEL
A maximum of two hours per working day for travel time incurred by SDS in
providing services under this Agreement shall be charged against the contract
service hours.
EXPENSES
Client shall pay SDS for all reasonable out-of-pocket expenses such as travel,
lodging and telecommunications, incurred by SDS in providing services under
this Agreement.
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Strategic Data Systems, Inc.
Implementation Support Agreement (ISA) (continued)
TAXES
Client shall pay any excise, sales, use, privilege or other similar taxes
levied or based on payments made pursuant to this Agreement.
INVOICES
SDS shall invoice Client monthly for expenses and service hours, where
appropriate. Each invoice shall be payable by Client to SDS within thirty (30)
days of invoice date. Client shall pay SDS a late charge penalty of 1.5% per
month (18% A.P.R.) on amounts not paid within 30 days of billing.
LIMITATION OF LIABILITY
For purposes of this Agreement, SDS will not be responsible for any incidental
or consequential damages, including but not limited to loss of business or
business profits, regardless of whether said damages were foreseeable. In no
event shall SDS' liability to Client for any loss, damage or injury, regardless
of the nature of such loss exceed the total amount received by SDS under this
Agreement for the year in which the damage or injury occurred.
NONHIRE PROVISION
Client acknowledges that SDS makes a substantial investment in the training and
development of its employees with whom Client may come in contact during the
course of this agreement, and Client agrees, during the term of this agreement
and for a period of 12 months thereafter, not to hire, whether through
solicitation by Client or otherwise, any employee of SDS without the prior
express written consent of SDS.
MISCELLANEOUS
This agreement supersedes any prior Implementation Support Agreements between
SDS and Client.
Strategic Data Systems, Inc.
Implementation Support Agreement (ISA)
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Strategic Data Systems, Inc.
Implementation Support Agreement (ISA) (continued)
Accepted By:
STRATEGIC DATA SYSTEMS, INC. *(NAME)
BY: BY:
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(Authorized Officer) (Authorized Officer)
Name: Name:
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Title: Title:
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Date: Date:
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Address: 000 Xxxxxxxxxxxx Xxxxxx Address: *(ADDRESS)
Xxxxxxxxx, XX 00000 *(ADDRESS)
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Schedule A
Payment Terms
ISA SERVICE:
SDS shall assist Client in the implementation of the *(LOB) line of
business for the state of *(STATE/S).
Estimated Service Hours/Cost *(HRS) hours @ $*(RATE)/ hour = $*(TOTAL)
BILLING:
SDS shall xxxx Client on a monthly basis for the actual hours used
Accepted By:
STRATEGIC DATA SYSTEMS, INC. * (NAME)
By: By:
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(Authorized Officer) (Authorized Officer)
Date: Date:
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