Business Admin Console

Business Admin Console Agreement

RECITALS

This Agreement is made effective as of between Client Name: and Service Provider Name: .

WHEREAS, Client requires a hosted administrative console, associated administration services, and technical support for the management of Client business operations; and

WHEREAS, Service Provider represents that it has the experience, personnel, systems, and authorization to provide such administrative console services and support under the terms set forth herein.

SCOPE OF WORK

Service Provider shall deliver and maintain the Business Admin Console, provide user administration, role management, data import/export support, system monitoring, and routine maintenance as further described in the Scope of Work below. Specific deliverables, acceptance criteria, and milestones are set forth in this Agreement and the Scope of Work.

SERVICES AND ACCESS

Service Provider shall grant Client administrative access to the console and shall provision the following initial administrative accounts and services:

Service Provider will provide support described as: with target response time:

PAYMENT TERMS

In consideration for the services, Client agrees to pay Service Provider the fees set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Overdue amounts shall accrue interest at percent per month (or the maximum rate permitted by law, if lower) calculated from the due date until paid in full.

TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date stated above and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered or work performed prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees to (i) maintain Confidential Information of the other in strict confidence, (ii) use such Confidential Information only to perform its obligations under this Agreement, and (iii) not disclose such Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations of confidentiality shall not apply to information that: (a) is or becomes public through no breach of this Agreement; (b) was known to the recipient without restriction prior to disclosure; (c) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the recipient without use of Confidential Information.

INTELLECTUAL PROPERTY

Except as otherwise agreed in writing, Service Provider retains all right, title and interest in and to any software, tools, processes, and methodologies developed prior to or outside the scope of this Agreement. Client shall receive a non-exclusive, non-transferable license to use deliverables expressly identified in the Scope of Work for Client's internal business purposes during the term.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and defend the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction elected by the parties below without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any appendices and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be delivered to the addresses below by certified mail, courier, or email with confirmation. Notices are effective upon receipt.

ACKNOWLEDGMENTS

By signing below, each party represents and warrants that: (a) it has full right, power and authority to enter into this Agreement; (b) the individual signing on behalf of each party is authorized to bind that party; and (c) performance of this Agreement will not violate any other agreement or obligation of the signing party.

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