Business ASP Document

Business ASP Agreement

Parties

Recitals

WHEREAS, Client desires to procure application service provider services relating to business software, hosting, maintenance, and related services (the "Services"); and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to provide the Services to Client on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows, effective as of (the "Effective Date").

Scope of Work

Provider shall perform the Services described below and any ancillary services reasonably necessary for the performance of the Services. Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Compensation: Client shall pay Provider a total fee of $ for the Services described in this Agreement, subject to adjustments as provided herein.

Deposit: A non-refundable deposit of $ is due upon execution of this Agreement, applied against the total fee.

Invoices shall be rendered by Provider in accordance with the schedule above and are payable in full within days of invoice date. Past due amounts shall accrue interest at a rate of % per month (or the maximum rate permitted by law), calculated monthly from the date due until paid. Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated as provided herein, shall continue until (the "Term").

Termination Without Cause: Either party may terminate this Agreement without cause by providing the other party with written notice at least days prior to the effective termination date.

Termination For Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination. Provider shall promptly return or destroy Client Confidential Information as required by this Agreement.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether oral, written, electronic or other 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, including trade secrets, business plans, technical information, customer data and pricing.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as permitted under this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that: (i) was in the public domain at the time of disclosure; (ii) becomes part of the public domain through no fault of the Receiving Party; (iii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; or (iv) is independently developed without reference to the Disclosing Party's Confidential Information.

Required Disclosure: If the Receiving Party is required by law or valid legal process to disclose Confidential Information, the Receiving Party shall, to the extent lawful, promptly notify the Disclosing Party and cooperate to obtain protective relief or to limit the scope of disclosure.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

Miscellaneous

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.

Assignment: Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of all or substantially all of its business assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s breach of this Agreement or its gross negligence or willful misconduct.

Entire Agreement

This Agreement, including all attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

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