Business App Combo

BUSINESS APP COMBO AGREEMENT

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

RECITALS

WHEREAS, Client requires development, integration, deployment and ongoing support of a combination of business applications and related services (the Services) to support Client’s business operations; and

WHEREAS, Service Provider has represented that it possesses the expertise, personnel, and resources to perform the Services and deliver the Work Product described in this Agreement; and

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

1. SCOPE OF WORK

Service Provider shall deliver the Services and Work Product in accordance with the specifications and deliverables described below and in any attachments incorporated by reference. The parties acknowledge that the Scope of Work is intended to define deliverables, acceptance criteria, milestones and responsibilities.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth in this section in consideration of the Services and Work Product delivered under this Agreement.

Payments are due within days of invoice receipt unless otherwise specified in the payment schedule. Late payments will incur interest at percent per month (or the maximum permitted by law, if less) from the due date until paid.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of obligation to pay for Services rendered and non-cancellable commitments incurred prior to the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means any business, technical, financial or other 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. Confidential Information includes, without limitation, source code, designs, trade secrets, product plans, pricing, customer lists and business processes.

The Receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential obligations shall not apply to information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was rightfully in the Receiving Party's possession prior to disclosure, (iii) is received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. The obligations in this Section survive termination for a period of years unless otherwise required to protect trade secrets for a longer period.

5. INTELLECTUAL PROPERTY AND OWNERSHIP

Subject to Client's timely payment in full under this Agreement, Service Provider hereby assigns to Client all right, title and interest in and to the Work Product specifically developed for Client under this Agreement, including related documentation, subject to pre-existing materials and third-party components described below.

Service Provider retains ownership of its general knowledge, skills, ideas, methodologies, tools and software not specific to the Work Product. Any open-source or third-party components included in the Work Product shall be identified in the Scope of Work and are licensed to Client in accordance with their respective license terms; Service Provider shall obtain all necessary rights for Client’s use of such components.

6. WARRANTIES; DISCLAIMER

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards and that delivered Work Product will materially conform to the specifications set forth in the Scope of Work for a period of thirty (30) days after acceptance. Client’s sole remedy for breach of this warranty shall be re-performance of the non-conforming Services or, at Service Provider’s option, a refund of fees paid for such non-conforming Services.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a breach of Section 4 (Confidentiality) or Section 5 (Intellectual Property), in no event shall either party be liable for consequential, incidental, indirect, special or punitive damages. Each party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

8. INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership or joint venture relationship. Service Provider is responsible for all federal, state and local taxes arising from payments under this Agreement and for withholding and reporting obligations for its employees and contractors.

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be submitted to binding arbitration administered in accordance with the parties' agreed procedures, unless otherwise mutually agreed in writing.

10. MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets provided that the successor assumes Service Provider's obligations. Any attempted assignment in violation of this Section is void.

Amendment; Waiver: No amendment or waiver shall be effective unless in writing and signed by both parties. The waiver of any breach shall not operate as a waiver of any other breach.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses provided below or to such other address as the receiving party may designate in writing.

11. ENTIRE AGREEMENT; AUTHORITY

This Agreement, together with any exhibits or attachments expressly incorporated herein, 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 oral or written.

Each person signing below represents and warrants that they are authorized to enter into this Agreement on behalf of the party for whom they sign and that the party will be bound by the terms herein.

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