Business Cloud Journey

Business Cloud Journey Agreement

This Business Cloud Journey Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , Client Address: and Service Provider Name: , Provider Address: .

WHEREAS

WHEREAS, Client seeks to assess, design, migrate, and operate certain information technology resources and business applications in a cloud environment to improve scalability, resilience, and operational efficiency; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel, and security controls to deliver a phased Business Cloud Journey including assessment, target architecture design, migration services, validation, and managed operations; and

WHEREAS, the parties desire to set forth the scope, fees, responsibilities, confidentiality obligations, and other terms governing the engagement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee for Services:

Deposit on Commencement: . Invoices are due within days of invoice receipt.

Late Payment Fee: Interest at the lesser of (a) per month, or (b) the maximum rate permitted by law, plus recovery of collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

Commencement Date: . Anticipated Completion/End Date: .

Either party may terminate for convenience upon written notice at least days prior to the desired termination date. Termination for cause may be effected immediately upon written notice if the other party materially breaches this Agreement and fails to cure within 30 days of written notice of such breach.

CONFIDENTIALITY

Each party shall treat as confidential all Confidential Information disclosed by the other party. "Confidential Information" includes nonpublic business, technical, financial and product information, customer data, migration plans, system designs, and security controls. Each receiving party shall (i) use Confidential Information solely for performance of this Agreement, (ii) restrict access to employees and contractors with a need to know, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

DATA SECURITY AND COMPLIANCE

Service Provider shall implement and maintain technical and organizational measures appropriate to the risk to protect Client Data against unauthorized access, disclosure, alteration or destruction. Provider shall comply with applicable data protection laws and industry-standard controls customarily applicable to cloud service engagements. Provider will notify Client without undue delay of any security incident affecting Client Data and cooperate in remediation.

INTELLECTUAL PROPERTY

Client retains all right, title and interest in Client Data and Client-owned pre-existing materials. Service Provider retains all right, title and interest in Provider pre-existing materials and provider tools, methodologies and know-how. To the extent Provider creates custom deliverables for Client, ownership shall be as set forth in the applicable statement of work; absent explicit assignment, Provider grants Client a perpetual, nonexclusive, nontransferable license to use deliverables for Client's internal business purposes.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for breaches of confidentiality, willful misconduct, or liability arising from infringement claims to the extent caused by a party's materials, each party's aggregate liability for any claim arising out of this Agreement shall be limited to the fees paid or payable by Client to Provider under the applicable statement of work in the 12 months preceding the claim. Neither party shall be liable for incidental, consequential, special, punitive or lost profits.

Provider shall defend, indemnify and hold harmless Client from third-party claims arising from Provider's gross negligence or willful misconduct in performing services, subject to Client promptly notifying Provider of any claim and providing reasonable cooperation in the defense.

WARRANTIES; DISCLAIMER

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

CHANGE ORDERS

Any change to the scope, schedule, or fees shall be documented in a written change order signed by authorized representatives of both parties. Change orders may adjust schedule and fees commensurate with the impact of the change.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of without regard to conflict of law 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 of the governing state unless the parties mutually agree otherwise.

ENTIRE AGREEMENT

This Agreement, together with any statements of work and change orders executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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