Business Activity Management DAM

BUSINESS ACTIVITY MANAGEMENT DAM

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform business activity management and digital asset management services, and Service Provider represents that it has the expertise and resources to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties intend that Service Provider will implement, configure, and operate the Business Activity Management DAM solution, provide necessary integrations, training, and ongoing support as described in the Scope of Work below, and that Client will compensate Service Provider in accordance with the Payment Terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below (collectively, the "Services"). The Services include implementation, configuration, migration of legacy assets, workflow automation, training of Client personnel, and post-implementation support as detailed in the Scope of Work.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following payment terms. Unless otherwise stated, all amounts are payable in U.S. dollars and are exclusive of applicable taxes.

Late payments shall accrue interest at the rate specified below and Client shall be responsible for all reasonable costs of collection, including attorneys' fees, if Service Provider pursues collection.

Term and Termination

This Agreement shall commence on the Start Date and shall continue in effect until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Services, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, software, source code, algorithms, technical data, and any data migrated to or managed within the DAM system.

The Receiving Party shall (a) protect Confidential Information using the same degree of care it uses for its own confidential information but in no event less than reasonable care, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who need to know such information and who are bound by written confidentiality obligations at least as protective as this Agreement.

The obligations set forth in this section shall not apply to information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) is rightfully known to the Receiving Party prior to disclosure without restriction, (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, or (iv) is rightfully obtained from a third party without breach of any obligation of confidentiality.

The parties acknowledge that a breach of this Confidentiality provision may cause irreparable harm for which monetary damages would be an inadequate remedy and agree that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in that state for resolution of any disputes arising under this Agreement.

Representations; Warranties; Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Client agrees to indemnify and hold Service Provider harmless from and against any third-party claims arising from Client-provided data, content, or Client's failure to obtain necessary rights for assets managed within the DAM.

Entire Agreement

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture.

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