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Sample Business Contracts

NetSolutions Services Agreement - Blackbaud Inc.

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                BLACKBAUD RE:NETSOLUTIONS(TM) SERVICES AGREEMENT

This is a legal agreement between your organization ("CLIENT") and Blackbaud,
Inc. ("BLACKBAUD") a South Carolina corporation having a principal place of
business at 2000 Daniel Island Drive, Charleston, SC 29492.

The Effective Date of this Agreement is the date of the Agreement to Purchase
covering the Services. Client acknowledges its unconditional acceptance of this
Agreement when it accepts and executes the Agreement to Purchase.

1.   SERVICES PROVIDED BY BLACKBAUD. For the term of this Agreement, Blackbaud
     shall provide Client with its NetSolutions services ("SERVICES"). Blackbaud
     retains all right, title and interest in and to the Services, all materials
     furnished by Blackbaud, and all trademarks, service marks and trade names
     worldwide, subject to a limited license necessary to perform this
     Agreement.

2.   FEES AND PAYMENT. Client shall pay annual fees in advance and in a timely
     manner, but no later than 10 days after invoicing. Unless otherwise
     provided, annual fees entitle Client to 5,000 transactions per month per
     module. Additional annual transaction blocks may be purchased in accordance
     with Blackbaud's then current rates.

3.   TERM. This Agreement commences the date Client purchases the Services and
     unless terminated sooner pursuant to Section 8, shall be effective until
     the date one year following. Unless Client or Blackbaud notifies the other
     in writing at least sixty (60) days before the end of the Term (including
     any extension) of its intention to terminate this Agreement, the Term shall
     be automatically extended for additional one (1) year periods.

4.   CONFIDENTIAL INFORMATION. Each party shall treat the proprietary
     information of the other party as strictly confidential and shall not
     disclose such information to any third party except to those third parties
     operating under non-disclosure provisions no less restrictive than in this
     Section and who have a justified business "need to know". Client shall
     protect the deliverables resulting from Services with the same degree of
     care. This Agreement imposes no obligation upon the Parties with respect to
     Confidential Information which either party can establish by legally
     sufficient evidence: (a) was in the possession of, or was rightfully known
     by the Recipient without an obligation to maintain its confidentiality
     prior to receipt from Owner; (b) is or becomes generally known to the
     public without violation of this Agreement; (c) is obtained by Recipient in
     good faith from a third party having the right to disclose it without an
     obligation of confidentiality; (d) is independently developed by Recipient
     without the participation of individuals who have had access to the
     Confidential Information; or (e) is required to be disclosed by court order
     or applicable law, provided notice is promptly given to the Owner and
     provided further that diligent efforts are undertaken to limit disclosure.

5.   INDEMNITY.

     5.1 BY BLACKBAUD. Blackbaud shall indemnify and defend Client against any
     claims that the Services delivered to Client infringes any United States or
     Canadian patent or copyright, provided that Blackbaud is given prompt
     notice of such claim and is given information, reasonable assistance, and
     the sole authority to defend or settle said claim. Blackbaud shall have no
     liability to indemnify and defend Client to the extent (i) the alleged
     infringement is based on infringing information, data, or content created
     or furnished by or on behalf of Client or (ii) the alleged infringement is
     the result of a modification made by anyone other than Blackbaud.

     5.2 BY CLIENT. Client shall indemnify and defend Blackbaud against any
     claims that any of Client's content provided and included on the donation
     site infringes or violates any rights of third parties, including without
     limitation, rights of publicity, rights of privacy, intellectual property,
     trade secrets or licenses.

6.   WARRANTIES AND REPRESENTATIONS.

     6.1 EACH PARTY. Each party warrants that: (i) it has the right and power to
     enter into this Agreement, (ii) an authorized representative has executed
     this Agreement, and (iii) it will comply with any applicable laws and
     regulations pertaining to this Agreement and the provision of Services.
     Blackbaud warrants that the Services will be performed in a professional
     and workmanlike manner in accordance with recognized industry standards.
     BLACKBAUD EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES,
     WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY OR JURISDICTION)
     TO THE EXTENT PERMITTED BY LAW, AND FURTHER BLACKBAUD EXPRESSLY EXCLUDES
     ANY WARRANTY OF NON-INFRINGEMENT (EXCEPT AS SPECIFICALLY

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     PROVIDED), TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO
     THE EXTENT PERMITTED BY LAW.

     6.2 ASSURANCES OF CLIENT. Client acknowledges that it is the end user of
     the Services and that Client is a 501(c) organization under IRS regulations
     and has legal authority to accept charitable donations. Client shall: (a)
     designate and provide a point of contact, responsible for decisions
     regarding the donation site, and for answering and resolving questions and
     issues relating to the Services; (b) provide to Blackbaud all images and
     content, if any, desired for the donation site in the format required by
     Blackbaud, and all images and content shall be legally permissible content
     that does not infringe any third party rights; (c) advise Blackbaud of any
     changes to Client's operations, or banking relationships or other
     information that would require a change in the donation site; (d) pay all
     applicable fees and expenses as same become due.

7.   LIMITATION OF LIABILITY. BLACKBAUD'S MAXIMUM LIABILITY FOR ANY ACTION
     ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER
     IN TORT OR CONTRACT, SHALL BE LIMITED TO THE AMOUNT OF SERVICES FEES PAID
     BY CLIENT FOR THE SERVICES FROM WHICH THE CLAIM AROSE. IN NO EVENT SHALL
     BLACKBAUD BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
     DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST
     PROFITS, HOWEVER ARISING, EVEN IF CLIENT HAS BEEN ADVISED OF THE
     POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF RISK
     SET FORTH HEREIN. BLACKBAUD SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN
     THE EVENT OF ANY LOSS OR INTERRUPTION IN HOSTING SERVICES DUE TO CAUSES
     BEYOND ITS REASONABLE CONTROL OR FORESEEABILITY, SUCH AS LOSS, INTERRUPTION
     OR FAILURE OF TELECOMMUNICATIONS OR DIGITAL TRANSMISSIONS AND LINKS,
     INTERNET SLOWDOWN OR FAILURES.

8.   TERMINATION. Either party may terminate this Agreement in the event of a
     material default by the other and failure to cure such default within 10
     days after notice thereof. Client's failure to fully pay any fees due
     within 10 days after the applicable due date shall be deemed a material
     breach. Any such termination does not relieve Client of its obligation to
     pay past due fees as well as legal fees and costs of collection. In the
     event of any loss or interruption in hosting services due to causes similar
     to and including scheduled maintenance, repairs, or causes beyond the
     reasonable control or foreseeability of Blackbaud, such loss or
     interruption shall not be a material default or cause for termination.

9.   GENERAL. Blackbaud performs this Agreement as an independent contractor,
     not as an employee of Client. Nothing in this Agreement is intended to
     construe the existence of a partnership, joint venture, or agency
     relationship between Client and Blackbaud. No modification to this
     Agreement nor any failure or delay in enforcing any term, exercising any
     option, or requiring performance shall be binding or construed as a waiver
     unless agreed to in writing by both parties. Except for Client's obligation
     to pay Blackbaud, neither party shall be liable for any failure to perform
     its obligations under this Agreement if prevented from doing so by a cause
     or causes beyond its control, including without limitation, acts of God or
     public enemy, failure of suppliers to perform, fire, floods, storms,
     earthquakes, riots, strikes, war, and restraints of government. All notices
     or other communications referenced under this Agreement shall be made in
     writing and sent to the address designated above or otherwise designated
     from time to time in writing by the Parties. All notices shall be deemed
     given to the other party if delivered by registered or certified first
     class mail, postage prepaid; recognized courier delivery; electronic mail
     or fax. The terms of this Section 5 shall survive termination of this
     Agreement. This Agreement shall be governed by the laws of the State of
     South Carolina. Except as otherwise specifically stated herein, remedies
     shall be cumulative and there shall be no obligation to exercise a
     particular remedy. If any provision of this Agreement is held to be
     unenforceable, the other provisions shall nevertheless remain in full force
     and effect. This Agreement constitutes the entire understanding between the
     Parties with respect to the subject matter herein, supersedes all prior
     oral and written understandings, and may only be amended or modified by a
     writing signed by a duly authorized representative of each party. This
     Agreement may be executed by facsimile.

CLIENT:                                 BLACKBAUD:

By: ________________________________    By: ________________________________

Name:  _____________________________    Name: ______________________________
Title: ____________________________     Title:______________________________