Business App Platinum

BUSINESS APP PLATINUM AGREEMENT

This Business App Platinum Agreement (the Agreement) is entered into as of (Effective Date) by and between the parties identified below.

WHEREAS

WHEREAS, Client Name: desires to obtain software development, deployment, and ongoing maintenance services for a business application under the Business App Platinum program; and

WHEREAS, Service Provider Name: has the experience, personnel, and resources to perform such services and is willing to provide the same to Client on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

PARTIES

SCOPE OF WORK

Service Provider shall provide design, development, testing, deployment, and ongoing support for the Business App Platinum solution as set forth below. Deliverables will include source code, compiled binaries, documentation, training materials, and deployment scripts to the extent specified in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth in this section in exchange for the services and deliverables. All amounts stated are in U.S. dollars and exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the rate specified below and Client shall be responsible for all collection costs, including reasonable attorney fees, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date or until earlier terminated in accordance with this Agreement. The parties may terminate this Agreement as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above. Service Provider may suspend services for nonpayment in accordance with the invoice payment terms after providing written notice.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. Confidential Information means non-public information disclosed in any form 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.

Each party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except employees, contractors, or affiliates who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) use Confidential Information only for the purposes of performing its obligations under this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title, and interest in and to software, tools, methodologies, and other materials developed prior to or outside the performance of this Agreement. Client shall receive a non-exclusive, non-transferable license to use deliverables specifically identified as client deliverables upon full payment of all amounts due. Any open source or third-party components used in deliverables shall be identified and governed by their applicable licenses.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality, each party's aggregate liability to the other for any claim arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

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 dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in the county where the Service Provider has its principal place of business, and the parties hereby submit to the personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including any exhibits and mutually executed statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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