Business Apps Document

Business Apps Document

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client Name desires to procure business application design, development, integration and support services for the project identified below; and

WHEREAS, Service Provider Name represents that it possesses the technical skills, personnel and experience necessary to perform such services and is willing to perform the work under the terms and conditions set forth in this agreement; and

WHEREAS, the parties desire to set forth the scope, payment, schedule, confidentiality and other terms governing the engagement.

PROJECT IDENTIFICATION

SCOPE OF WORK

Service Provider shall provide services described below and shall deliver the deliverables listed in accordance with the milestones agreed by the parties. Services shall include design, development, configuration, testing, deployment, documentation and reasonable post-deployment support as specified.

PAYMENT TERMS

In consideration for the services rendered, Client shall pay Service Provider the fees and in the manner set forth below. All amounts referenced are exclusive of taxes unless otherwise stated. Fees that remain unpaid after the due date shall accrue interest as set forth below.

Overdue amounts shall bear interest at the lesser of (a) the maximum rate permitted by applicable law or (b) per month, compounded monthly.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force until the Completion Date unless earlier terminated in accordance with this Agreement.

Effective Date:     Completion Date:

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within the notice period set forth above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and shall not use or disclose any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. Confidential Information means proprietary business or technical information disclosed in any tangible or intangible 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.

Confidentiality Duration (years):

The obligations set forth above do not apply to information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was known to the Receiving Party prior to disclosure, (c) is 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. Upon termination, the Receiving Party shall return or certify destruction of the Disclosing Party's Confidential Information as requested.

INTELLECTUAL PROPERTY

Subject to Client's payment of all amounts due, Service Provider hereby assigns to Client all right, title and interest in and to deliverables specifically developed for Client under this Agreement, excluding pre-existing materials and third-party components. Service Provider retains ownership of its general purpose tools, libraries and methodologies, provided that Service Provider grants Client a perpetual, non-exclusive, royalty-free license to any such materials incorporated into the deliverables for Client's internal business use only.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the county where Client's principal place of business is located unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or such other address as either party may designate by notice to the other.

Sign Now