Business Agreement ISO Fintegic

Business Agreement ISO Fintegic

This Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client"), and Service Provider Name: ("Provider").

WHEREAS

1. Provider is engaged in the development, licensing and delivery of information systems optimization and related consulting services, including services described herein under the trade designation ISO Fintegic.

2. Client desires to retain Provider to perform the services described in this Agreement and Provider is willing to perform such services pursuant to the terms and conditions set forth below.

3. The parties intend that this Agreement set forth the complete and exclusive statement of their mutual understanding with respect to the services to be provided.

Scope of Work

Provider shall perform the services and deliverables described below in accordance with the timelines and standards set forth in this Agreement. Provider shall use commercially reasonable efforts and personnel with acceptable levels of skill and experience.

Payment Terms

Client shall pay Provider for the services performed under this Agreement in accordance with the following terms. All amounts are stated in the currency specified below and are exclusive of taxes unless otherwise stated.

Provider may suspend performance if payments are more than the number of days specified in Payment Due past due; Provider's right to suspend shall not relieve Client of its obligations under this Agreement.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified below after receipt of written notice describing the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), 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.

The Receiving Party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of or relating to this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

Entire Agreement

This Agreement, including any exhibits, statements of work or schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

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