Business App Enhancement

BUSINESS APP ENHANCEMENT AGREEMENT

This Business App Enhancement Agreement ("Agreement") is entered into as of by and between Company Name: (the "Company") and Service Provider Name: (the "Provider").

RECITALS

WHEREAS, the Company operates a software application used for business operations and desires enhancements, integrations, and related services (the "App");

WHEREAS, the Provider represents that it has the experience and technical capability to design, develop, test and implement enhancements to the App in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, schedule, payment terms, and other obligations for the enhancements described herein.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Provider shall invoice the Company in accordance with the schedule below.

Deposit (if any): $ payable upon execution. Final payment due within days of invoice receipt.

Late Payment: Overdue amounts shall accrue interest at (or the maximum permitted by law). Company shall also reimburse Provider for reasonable collection costs.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice at least days prior to the intended termination date. Termination shall not relieve Company of its obligation to pay for services rendered and accepted prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information, including trade secrets, technical data, business plans, customer lists, and software code. Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that is: (i) publicly known through no breach by the receiving party; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of the disclosing party's Confidential Information. Upon termination or request, receiving party shall promptly return or destroy Confidential Information and certify destruction if requested.

INTELLECTUAL PROPERTY

Ownership of Deliverables: Provider agrees that, subject to full payment of all amounts due under this Agreement, all right, title and interest in the specific enhancements, modifications and deliverables developed for the Company under this Agreement (the "Deliverables") shall be assigned to and owned exclusively by the Company. Provider hereby irrevocably assigns to Company all right, title and interest in and to the Deliverables.

Provider Retained Rights: Notwithstanding the foregoing, Provider retains ownership of its pre-existing software, routines, tools, modules, libraries, or general knowledge ("Provider Tools"). Provider grants Company a nonexclusive, royalty-free license to any Provider Tools embedded in the Deliverables solely to the extent necessary to use the Deliverables as intended by this Agreement. List of Provider Tools to be excluded:

WARRANTIES; LIMITATIONS

Provider warrants that for a period of months after acceptance, the Deliverables will materially conform to the agreed acceptance criteria. Provider will, at its expense, correct reported nonconformities provided Company notifies Provider within the warranty period. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INTENTIONAL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY COMPANY TO PROVIDER UNDER THIS AGREEMENT.

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 law principles. Any action arising out of or relating to this Agreement shall be brought in the state or federal courts located within that state.

NOTICES

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. No amendment, modification or waiver shall be effective unless in a writing signed by duly authorized representatives of both parties.

CHANGE CONTROL

Any request for changes to the Scope of Work shall be submitted in writing and will include a description of the change, impact on schedule, and cost. Provider shall not commence work on change requests until Company has approved the proposed changes in writing and agreed payment terms have been executed.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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