Framework Agreement on IT consulting services (Time & Material)

between

__________________

- hereinafter "Business Partner" –

and

__________________

- hereinafter "Nearshore Partner 1" –

and

__________________

- hereinafter "Nearshore Partner 2" –

- all hereinafter collectively referred to as the "Parties" –

A. Preamble

Business Partner has conducted a supplier selection regarding certain IT consulting and IT project services. Nearshore Partner 1 and/or Nearshore Partner 2 has bid for and won a request for IT consulting and IT project services (Time & Material).

In order to create a uniform framework for ordering such services, the Parties now enter into this Framework Agreement on IT consulting and IT project services (Time & Material).

B. Subject Matter

1. Business Partner is entitled but not obliged to call up the IT consulting and IT project services (hereinafter "Services"). This Framework Agreement contains general rules, regarding which the Parties may enter into Individual Orders in writing. Individual Orders shall take precedence in the event of any inconsistency between the Framework Agreement and the Individual Order. No party shall be entitled to assert any claim whatsoever for the conclusion of Individual Orders by Business Partner or Nearshore Partner 1 or Nearshore Partner 2.

2. Nearshore Partner 1/Nearshore Partner 2 is obliged to permanently monitor the state of fulfilment of all Individual Orders called up by Business Partner.

3. The location(s) where the Services shall be rendered (hereinafter "Service Location") is defined in the Individual Order.

4. Business Partner is providing services for ______ its Group Companies (hereinafter “Customer”). The Parties agree that the "General Terms Conditions of Contract for the Provision of IT Services of ______ GmbH within Germany - Version: xx" (hereinafter "GTC") are accordingly applicable to this Framework Agreement the Business Partner, the Nearshore Partner 1 the Nearshore Partner 2 to the relating Individual [ENDE DER VORSCHAU]