Business Automation Agreement

BUSINESS AUTOMATION AGREEMENT

This Business Automation Agreement (the Agreement) is made as of by and between:

RECITALS

WHEREAS, Client seeks to automate certain business processes, workflows, or data integrations to improve efficiency and reliability; and

WHEREAS, Provider represents that it has the technical expertise, personnel, and tools necessary to design, implement, and maintain automation systems and related deliverables in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, deliverables, compensation, confidentiality, and legal terms governing the automation engagement.

SCOPE OF WORK

Provider shall perform the services and deliver the automation deliverables described below. The parties acknowledge that specific deliverables, acceptance criteria, and performance obligations are set forth in this Scope of Work and any attached exhibits.

PAYMENT TERMS

Client agrees to pay Provider for services and deliverables as follows. All amounts are in the currency mutually agreed and exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until earlier terminated pursuant to this Section.

Start Date:

End Date (if any):

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Provider may suspend work if Client fails to pay when due; suspension does not waive Provider’s rights to fees or termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public business, technical, product, customer, and financial information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, in writing, or by inspection. 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, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, subcontractors, or advisors who have a strict need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by Receiving Party without use of the Disclosing Party’s Confidential Information, or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates with the Disclosing Party to seek protective measures.

INTELLECTUAL PROPERTY; DELIVERY

Unless otherwise agreed in writing, Provider retains ownership of pre-existing tools, software, libraries, and methodologies employed in performing the services (Provider Tools). Subject to full payment of amounts due, Provider assigns to Client all right, title, and interest in and to the final deliverables specifically created for Client under this Agreement (Deliverables). Provider hereby grants Client a non-exclusive, royalty-free license to any Provider Tools embedded in Deliverables solely to the extent necessary to use the Deliverables as intended. Each party warrants that it has the right to grant the rights set forth in this Section.

LIMITATION OF LIABILITY; WARRANTIES

Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY’S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below, without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved in the state or federal courts located in the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any statements of work and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified in this Agreement or such other address as a party may specify in writing, and shall be deemed given upon personal delivery, two business days after deposit with a nationally recognized courier, or three business days after mailing by certified mail.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture, or employment relationship. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets.

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