This Service Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between Big Data Staging Academy, a business operating under the domain [bigdatastaging.com] with its principal office at [COMPANY_ADDRESS] ("Service Provider"), and [CLIENT_NAME], with its principal office at [CLIENT_ADDRESS] ("Client").
WHEREAS, Service Provider specializes in providing training, consulting, and implementation services for data staging, pipeline development, and related big data workflows;
WHEREAS, Client desires to engage Service Provider to provide certain services as described herein, and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1.1 "Services": The training, consulting, and implementation services related to data staging and pipeline development as described in Exhibit A (Scope of Services).
1.2 "Deliverables": Any tangible or intangible work product, including but not limited to training materials, pipeline configurations, and documentation, provided by Service Provider to Client under this Agreement.
1.3 "Confidential Information": Any non-public, proprietary, or sensitive information disclosed by one party to the other, as further defined in Section 12.
1.4 "Service Levels": The performance standards and KPIs outlined in Section 4.
1.5 "Change Order": A written amendment to the Scope of Services, as described in Section 7.
2.1 Description of Services: Service Provider shall perform the Services as outlined in Exhibit A. This may include:
- Training sessions on data staging best practices and tools (e.g., Apache NiFi, Talend, AWS Glue).
- Consulting on pipeline architecture and optimization.
- Implementation support for staging and ETL workflows.
- Custom documentation and knowledge transfer.
2.2 Exclusions: Services do not include ongoing operational support, software licensing, or hardware procurement unless explicitly stated in Exhibit A.
2.3 Client-Specific Customization: Service Provider will tailor the Services to Client’s specific data environment, including [SPECIFY CLIENT SYSTEMS, e.g., AWS, Azure, Snowflake].
3.1 Initial Term: This Agreement shall commence on the Effective Date and continue for a period of [INITIAL_TERM] months unless terminated earlier in accordance with Section 14.
3.2 Renewal: Upon expiration of the Initial Term, this Agreement may be renewed for successive [RENEWAL_TERM] periods upon mutual written agreement.
4.1 Service Levels: Service Provider shall meet the following performance standards:
- Training sessions delivered within [X] business days of scheduling.
- Initial pipeline architecture recommendations provided within [Y] weeks of project kickoff.
- Documentation delivered within [Z] business days of project completion.
4.2 KPIs:
- Client satisfaction score of at least [90%] on post-training surveys.
- Error-free pipeline configurations in [95%] of test cases.
- Adherence to agreed project timelines in [98%] of engagements.
4.3 Remedies for Non-Performance: If Service Provider fails to meet the Service Levels, Client may request corrective action at no additional cost.
5.1 Access and Cooperation: Client shall provide timely access to relevant systems, personnel, and data necessary for Service Provider to perform the Services.
5.2 Data Accuracy: Client is responsible for ensuring the accuracy and completeness of any data provided to Service Provider.
5.3 Designated Contact: Client shall designate a primary point of contact to facilitate communication and approvals.
6.1 Fees: Client shall pay Service Provider the fees outlined in Exhibit B. Typical pricing includes:
- Training: $[X] per session.
- Consulting: $[Y] per hour.
- Implementation: $[Z] per project phase.
6.2 Payment Terms:
- Invoices shall be issued [monthly/upon milestone completion].
- Payment is due within [30] days of invoice date.
6.3 Late Payments: Late payments shall incur interest at a rate of [1.5%] per month or the maximum rate permitted by law, whichever is lower.
7.1 Any modifications to the Scope of Services must be documented in a written Change Order signed by both parties.
7.2 Change Orders shall include a description of the change, impact on fees, and revised timelines.
8.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.
8.2 Service Provider does not warrant that the Deliverables will be error-free or fit for a specific purpose.
9.1 By Service Provider: Service Provider shall indemnify and hold harmless Client from any third-party claims arising from Service Provider’s gross negligence or willful misconduct.
9.2 By Client: Client shall indemnify and hold harmless Service Provider from any claims arising from Client’s misuse of the Deliverables or breach of this Agreement.
10.1 Neither party shall be liable for indirect, incidental, or consequential damages, including lost profits, even if advised of the possibility of such damages.
10.2 Service Provider’s total liability under this Agreement shall not exceed the total fees paid by Client in the [12 months] preceding the claim.
11.1 Service Provider shall maintain the following insurance coverage:
- General Liability Insurance: $1,000,000 per occurrence.
- Professional Liability Insurance: $2,000,000 aggregate.
- Workers’ Compensation Insurance as required by [STATE] law.
12.1 Both parties agree to maintain the confidentiality of all Confidential Information disclosed under this Agreement.
12.2 Confidential Information shall not include information that is publicly available or independently developed.
13.1 All Deliverables created by Service Provider under this Agreement shall be the sole property of Client upon full payment of all fees.
13.2 Service Provider retains ownership of pre-existing intellectual property, including methodologies, templates, and tools used in the performance of the Services.
14.1 For Cause: Either party may terminate this Agreement upon [30] days’ written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
14.2 For Convenience: Client may terminate this Agreement for convenience upon [60] days’ written notice.
15.1 Upon termination, Service Provider shall provide reasonable transition assistance to ensure continuity of Client’s data staging operations.
16.1 Neither party shall be liable for delays or non-performance caused by events beyond their reasonable control, including natural disasters, acts of government, or cyberattacks.
17.1 This Agreement shall be governed by the laws of the State of [STATE], without regard to its conflict of laws principles.
18.1 Any disputes arising under this Agreement shall first be resolved through good-faith negotiations.
18.2 If negotiations fail, disputes shall be resolved through binding arbitration in [STATE], in accordance with the rules of the American Arbitration Association.
19.1 This Agreement, including all exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| Big Data Staging Academy | [CLIENT_NAME] |
|---|---|
| By: [REPRESENTATIVE_NAME] | By: [REPRESENTATIVE_NAME] |
| Title: [REPRESENTATIVE_TITLE] | Title: [REPRESENTATIVE_TITLE] |
| Date: [DATE] | Date: [DATE] |
(To be completed based on specific client engagement.)
(To be completed based on specific client engagement.)
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