Business Apps and Forms

BUSINESS APPS AND FORMS AGREEMENT

This Business Apps and Forms Agreement (the Agreement) is entered into effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires the development, customization and delivery of certain business applications, forms, or associated configuration and documentation as further described in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and resources to perform the services described herein in a professional and workmanlike manner; and

WHEREAS, the parties wish to set forth their respective obligations, payment terms and other provisions governing the provision of such services.

SCOPE OF WORK

Deliverables, acceptance criteria, milestones and any third-party dependencies must be set forth in the Scope of Work above and in any attachments incorporated by written reference. Changes to the Scope of Work shall be implemented only upon written change order executed by authorized representatives of both parties.

PAYMENT TERMS

Service Provider will submit invoices in accordance with the Payment Schedule. Invoices are due and payable within of receipt unless otherwise agreed in writing. Payments shall be made in the currency specified on the invoice.

Overdue amounts shall bear interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Additionally, Service Provider may suspend performance for any delinquent account following ten (10) days' written notice to Client.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate for material breach if such breach is not cured within after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination. If Client terminates for convenience prior to completion of deliverables, Service Provider shall be entitled to payment for work performed to date and any non-cancellable commitments incurred.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except as necessary to perform under this Agreement and subject to obligations of confidentiality at least as protective as those set forth herein.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as such status is recognized under applicable law.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, certified mail, or overnight courier and are effective upon receipt.

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. Exclusive venue for any dispute arising under this Agreement shall be in the state or federal courts located in the chosen state, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain 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 transfer of substantially all of its business assets.

The parties acknowledge that they have read and understood this Agreement and that the individuals signing below are authorized to bind their respective parties.

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