As per the System Integrator Agreement, the IT service provider agrees to install and supply the new IT system, which also includes some other elements software, hardware, ongoing support, integration services, maintenance service, and license for the rights of Intellectual property rights. It elaborates more on the obligations of both the parties involved.
What Is System Integrator Agreement?
A system integration agreement is signed when a company and its customer or client come to the terms towards buying a new IT system. This is a legal agreement that provides the details of integration services, tenure, and support and maintenance services.
Who Takes the System Integrator Agreement?
This agreement is taken by a company and its customer/client in respect of the installation and service of a new IT system.
Purpose of the System Integrator Agreement
The main purpose and objective of this document are to provide clarity regarding the services offered by the company to its customer to avoid any disputes in an amicable manner that could arise otherwise.
Contents of a System Integrator Agreement
Appointment as Reseller: Systems Integrator shall work as non-exclusive reseller and distributor that helps resell access to subscribers and provide any or all implementation and integration services
Grants: The Systems Integrator reserves the right to use all software, systems and other technology, except as stated in the Electronic Commerce Services Agreement signed between both the parties.
Intellectual Property Rights: The intellectual property rights developed by Systems Integrator provider under this Agreement will be owned by both parties. If Systems Integrator has any rights to any Intellectual Property rights, Systems Integrator grants the client fully paid and royalty-free license.
Use of Trademarks: Both the parties grant each other a non-exclusive, limited license to use its name, trademarks, and logos in advertising and printing.
Confidentiality: Each party acknowledges that all the records, data, files and any other input material relating to Subscriber are confidential. It elucidates that reasonable steps to protect the confidentiality of such records, data, files, and other materials will be taken. Each party also ensures security and will safeguard to limit access to Subscriber’s file, records to Subscriber.
Contents of a Second Loan Modification Agreement
The following are some of the contents of an agreement;
- Name and Address of the Parties i.e., Client and Company
- The objective, purpose, and description of Services
- Definition of the terms including ordering, territory, pricing
- Invoicing and Payment: This section includes the period covered by invoice, monthly or annual subscription, renewal date, amount of invoice attributable to said subscriber.
- The default of payment: this provides the amount of default in payment
- Indemnity against Infringement: The provides the details regarding the terms and conditions for infringement
- Termination: legal agreement It provides the details of the termination process
- Governing Law and Jurisdiction: The terms of these will be governed by and construed in accordance with the specified law.
- Apart from that other contents which will be included are warranty – availability of services, service credits, limitation of liability, privacy rights, use of services and subscriber’s responsibilities and compliance with the law
How to Draft a System Integrator Agreement
While drafting the agreement, you must mention
- Services Rights
- Access Procedures
- Protection of Subscriber
- Fees and Billing
- Transaction fees
- Taxes, utilities and exclusions
- Representations and warranties
- Limitations of liability
In such an agreement, the negotiation aspect is very limited as both the parties maintain a client and service provider relationship. In this type of agreement, the service provider company has already decided on the terms and conditions of the agreement. If the customer is satisfied with the terms and conditions, then only he can avail of their services.
Benefits of a System Integrator Agreement
One of the most important advantages is that document is to provide clarity regarding the services offered by the company to its customer so that in case of any dispute, things can be settled in an amicable manner.
What Happens in the Case of Violation?
The breach of an agreement depends on the terms and conditions of the agreement. If in case any of the parties fail to comply with the terms and conditions of the agreement, the breaching party can be sued by the innocent party for breach of the agreement.
A System Integrator agreement can be regarded as legal evidence regarding the terms and conditions of the services provided by the service providing company. It helps to maintain clarity regarding the aspects of the agreement to both the parties involved. Today, this is a common form of agreement that is being followed by most of the service providers across the globe.
Sample for System Integrator Agreement
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