Primary Services Agreement
Effective Date: August 28, 2025This Services Agreement (“Agreement”) are between the customer identified on an applicable Order or Statement of Work (“Customer”) and JBP, LLC (“JBP”), as of the Effective Date specified in the applicable Order or Statement of Work. Capitalized terms not defined herein have the meanings set forth in Section 1 (Definitions).
1. Definitions
“Adoption Unit” means an objectively measurable unit of value, if defined in a SOW, used for any performance-based fee calculation.
“Background IP”: JBP’s pre-existing or independently developed methodologies, templates, models, tools, code libraries, know‑how and other materials, including improvements thereto, excluding Customer Confidential Information.
“Confidential Information”: Nonpublic information disclosed by a party that is identified as confidential or that should reasonably be understood to be confidential, including business, technical, and security information. Customer Confidential Information includes Customer data and system information.
“Deliverables”: Work product, documentation, runbooks, automations, configurations, reports or other materials created for Customer and delivered under a SOW.
“Hosted Service”: A hosted software component provided by JBP from JBP‑controlled infrastructure, only if expressly designated in a SOW and governed by the Hosted Tools Addendum.
“Measurement Window”. The period specified in a SOW for measuring Adoption Units in production (e.g., 14–28 days).
“Security Incident” means a confirmed unauthorized access to, or acquisition, loss, or alteration of, Customer data or systems used for the Services, or a material compromise of controls affecting the confidentiality, integrity, or availability of such data or systems.
“Services”: Professional and managed services performed by JBP as described in a SOW. Unless a SOW expressly states otherwise, Services do not include any Hosted Service.
“Schedules” means the exhibits, schedules, and annexes expressly referenced in a Statement of Work (“SOW”).
“SOW”: A Statement of Work executed by the parties describing Services, scope, deliverables, fees, acceptance criteria and other specifics.
2. Services
2.1 Services. JBP will provide the professional and/or managed services described in one or more SOWs executed by the parties.
2.2 Governance by SOW. Each SOW sets the scope, deliverables, timelines, fees, and any service-specific terms.
3. SOW Structure; Incorporation
3.1 Incorporation. For each SOW, every Schedule that the SOW expressly references is incorporated into the parties’ agreement for that SOW.
3.2 Additions. The parties may agree to additional Schedules from time to time; once referenced in a SOW, they are incorporated for that SOW.
4. Fees
4.1 Fees. Fees are as stated in the applicable SOW.
4.2 Performance-Based Fees. If a SOW provides for a performance-based fee, the basis, measurement, validation, export rights, caps, invoicing, and dispute mechanics are governed as referenced by the SOW. Any dispute regarding a performance-based fee suspends only that fee; fixed-fee invoices continue unless otherwise stated in the SOW.
4.3 Expenses & Taxes. Customer will reimburse pre‑approved, reasonable out‑of‑pocket expenses. Fees are exclusive of taxes, which are Customer’s responsibility (excluding taxes based on JBP’s income).
5. Deliverables; IP
5.1 Deliverables. Deliverables are defined in the SOW.
5.2 Ownership Ownership and any license-back or background-IP rights are as specified in the SOW (or, if attached, the applicable IP Schedule).
6. Security, Incidents, & Data Protection
Technical and organizational measures, security controls, testing/validation, logging/monitoring, and any security-related notification timing and content are governed exclusively by the Schedules referenced in the SOW.
7. Warranties; Disclaimers
7.1 Services Warranty. JBP warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Customer’s exclusive remedy is re‑performance of the non‑conforming Services.
7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, DELIVERABLES AND ANY TOOLS ARE PROVIDED “AS IS.” JBP DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON‑INFRINGEMENT. Any availability, support, or uptime targets apply only to a SOW-designated Hosted Service and only via the Hosted Tools Addendum; they do not apply to Services delivered in Customer’s tenant.
8. Indemnification
8.1 JBP IP Indemnity. JBP will defend and indemnify Customer against third‑party claims alleging that Deliverables, as provided by JBP and used in accordance with this Agreement, infringe intellectual property rights. JBP has no obligation to the extent a claim arises from Customer materials, Customer’s modifications, or use outside the scope of the Agreement.
8.2 Customer Indemnity. Customer will defend and indemnify JBP against claims arising from Customer data, systems, instructions or use of the Deliverables contrary to the Agreement.
9. Limitation of Liability
Except for (i) breach of confidentiality, (ii) IP infringement indemnity, or (iii) willful misconduct, each party’s aggregate liability under an SOW is limited to the fees paid or payable under that SOW in the 12 months preceding the event. No indirect or consequential damages.
10. Confidentiality
Each party will protect the other’s Confidential Information using at least reasonable care and will use it solely to perform under this Agreement. Confidentiality obligations do not apply to information that is public, independently developed, or rightfully obtained from a third party without duty of confidentiality.
11. Subcontractors
JBP may use vetted subcontractors bound by obligations no less protective than this Agreement. JBP remains responsible for subcontractor performance.
12. Insurance
During the term, JBP will maintain commercially reasonable insurance, including Commercial General Liability ($1,000,000 per occurrence), Technology/Professional Liability ($2,000,000 aggregate) and Cyber Liability ($2,000,000 aggregate), and statutory Workers’ Compensation.
13. Term; Termination; Exit
13.1 Term. The term of each SOW is as stated therein. This Agreement continues until terminated as provided herein.
13.2 Termination for Cause. Either party may terminate the Agreement or any SOW for material breach not cured within thirty (30) days after written notice.
13.3 Effect; Handover. Upon termination/expiry, JBP will provide a commercially reasonable handover of materials and revoke access. Customer will pay all amounts due. Sections intended to survive will survive.
14. Publicity
Use of names and logos requires prior written consent. Anonymized case studies are permitted unless Customer reasonably objects.
15. Order of Precedence
In case of conflict, the following order applies: (1) SOW, (2) Hosted Services Addendum, (3) addenda incorporated per Section 14, (4) AI Schedule, (5) Trust & Security Schedule, (6) this Agreement, (7) and any other incorporated documents. Where mutually-executed amendments or change orders conflict, the later-dated document prevails. If any document expressly states it prevails over another for a specific subject, that express statement controls for that subject.
16. General Terms
Independent contractors; assignment with consent (not unreasonably withheld); anti‑corruption and export compliance; force majeure; severability; waiver; governing law and venue as stated in the applicable SOW; entire agreement; amendment by written agreement of the parties.