270 Legal [Sample Agreements]

STANDARD SERVICES AGREEMENT [TEMPLATE]

This Standard Services Agreement (“Agreement”) is entered into as of the first day of June, 2006 (“Effective Date”) by and between Spare Backup, Inc. a California corporation (“Supplier”) and HEWLETT-PACKARD COMPANY, a Delaware corporation (“HP”).

1. NATURE OF AGREEMENT

1.1 General Scope. This Agreement specifies the terms and conditions under which Supplier will provide Services to HP, as requested from time to time and as further described in a Statement of Work (defined below). Except as otherwise stated in this Agreement, the parties intend, and hereby agree, that any such Statement of Work shall be governed by this Agreement, as though the provisions of this Agreement were set forth in their entirety within such Statement of Work, and so that each Statement of Work and this Agreement shall be considered one, fully integrated document and agreement.

1.2 Eligible Purchasers. This Agreement enables HP and its Subsidiaries and Affiliates worldwide to purchase Services from Supplier in accordance with the terms and conditions set forth herein. The parties acknowledge that the availability and the nature of Services offered hereunder, and applicable terms and conditions therefore, may vary in certain countries as a result of local legal restrictions and mandatory requirements as further described in the attached Exhibit C Local Implementation Agreement Template. Unless Exhibit C specifically refers to and amends a term of this Agreement, the terms and conditions of this Agreement will control and take precedence over any conflicting terms in Exhibit C.

1.3 Term of Agreement. Unless earlier terminated pursuant to Section 17, (Termination) this Agreement will have a term of one (1) year from the Effective Date set forth above. HP shall have the option of renewing this Agreement for successive one (1) year terms, subject to HP providing notice no later than 30 days prior to expiration of the then-current term.

2. DEFINITIONS

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3. SERVICES

3.1 Services. Supplier will provide those Services described in the Statement of Work on a full-time basis, unless otherwise provided in the Statement of Work, subject to and in compliance with the terms and conditions of this Agreement and all Applicable Laws. All Services will be performed at the request of HP, and may be more specifically described in, and authorized by, a Purchase Order and accompanied by a Statement of Work. The terms and conditions of this Agreement shall apply to all such Statements of Work.

3.2 Statement of Work. The parties shall execute a Statement of Work for the undertaking by the parties of each Service. A Statement of Work shall be in the form of the template attached to this Agreement as Exhibit A. Upon execution of the corresponding Statement of Work, Supplier shall undertake to perform the Services and HP shall establish the appropriate HP purchase order for invoicing and billing purposes. Services set forth in any one Statement of Work may be concurrent with and/or successive to other Services under their respective Statement of Work.
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