Business App Template

BUSINESS APPLICATION AND SERVICE AGREEMENT

This Business Application and Service Agreement (the "Agreement") is entered into as of by and between:

Applicant Name:

Service Provider Name:

WHEREAS

WHEREAS, Applicant seeks to engage Provider to design, develop, deliver and support a business application and related services as described in this Agreement; and

WHEREAS, Provider represents that it has the skill, experience and staff necessary to perform the services contemplated herein and is willing to provide such services to Applicant under the terms set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the application, deliverables and related services.

SCOPE OF WORK

Deliverables include but are not limited to design specifications, source code, compiled application, documentation, testing reports and deployment assistance as specifically set forth in the Detailed Scope of Services. Any material change to the Scope of Work shall require a written Change Order signed by both parties.

APPLICANT INFORMATION

APPLICATION DETAILS

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule. Payments are due within days of invoice receipt. Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law), plus reasonable collection costs.

Unless otherwise agreed in writing, payments shall be made by check, wire transfer, or other method agreed by the parties. All fees are exclusive of taxes; Applicant shall be responsible for applicable sales, use, value-added or similar taxes.

TERM AND TERMINATION

Term: This Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Applicant shall pay Provider for all services performed and expenses incurred through the effective date of termination, and Provider shall deliver all completed work and reasonably cooperate in an orderly transition.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") without the Disclosing Party's prior written consent. "Confidential Information" means non-public business, technical or financial information disclosed in any form and identified 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 use Confidential Information solely to perform its obligations under this Agreement and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information that: (a) is or becomes public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is already in the Receiving Party's possession at the time of disclosure as shown by written records; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information to the extent required by law, provided that notice is given to the Disclosing Party to permit a protective order or other remedy.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a signed written amendment, Provider hereby assigns to Applicant all right, title and interest in and to the deliverables and work product created specifically for Applicant under this Agreement upon payment in full of all fees due for such deliverables. Provider retains ownership of Provider's preexisting materials, tools, libraries, know-how and methodologies ("Provider Materials"). Provider grants Applicant a worldwide, non-exclusive, royalty-free license to use Provider Materials that are embedded in the deliverables solely as necessary to use the deliverables for Applicant's internal business purposes.

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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the specified state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any Schedules and Change Orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any modification of 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 remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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