Business AIS Document

BUSINESS AIS DOCUMENT

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

WHEREAS

WHEREAS, Provider maintains expertise in Automated Information Systems, accounting and data integration services (AIS) and offers design, implementation, hosting and maintenance of such systems for business operations; and

WHEREAS, Client seeks to retain Provider to deliver AIS services and related deliverables as set forth in this Agreement, and Provider is willing to provide such services under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Scope of Work

Provider shall perform the services in a professional and workmanlike manner consistent with prevailing industry standards. Any change to the Scope of Work must be set forth in a written change order signed by authorized representatives of both parties, specifying adjustments to schedule, fees and acceptance criteria.

Payment Terms

Invoices shall be due and payable within days of receipt. Late payments shall incur a late fee equal to % per month on the outstanding balance, or the maximum allowable by law if lower. Late fees shall begin to accrue after a grace period of days from the invoice due date.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination does not relieve Client of obligation to pay for services performed and costs reasonably incurred through the effective date of termination.

Survival: Provisions that by their nature should survive termination or expiration of this Agreement (including confidentiality, indemnity, payment obligations and limitation of liability) shall so survive for the period specified herein.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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, including data models, source code, client data, business processes, pricing and system architecture.

Non-Disclosure Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, agents or subcontractors with a need to know and subject to confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with reasonable care, but not less than the care it uses to protect its own confidential information.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party to permit protective measures.

Duration: Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for as long as such information qualifies as a trade secret under applicable law.

Representations, Warranties and Limitations

Mutual Representations: Each party represents that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any agreement with a third party.

Provider Warranty: Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Data Security and Data Handling

Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the Client Data to protect against unauthorized access, disclosure, alteration or destruction. Provider will promptly notify Client of any confirmed security breach affecting Client Data and will cooperate in remediation and required notifications.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including all exhibits, attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be 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 Provider may assign to an affiliate or in connection with a sale of substantially all of Provider’s assets. Notices shall be in writing and delivered to the addresses set forth below or such other address as a party designates by written notice.

Sign Now