Business CMS Document

BUSINESS CMS AGREEMENT

This Business Content Management System Agreement ("Agreement") is made and entered into by and between Client Name: and Provider Name: (each a "Party" and together the "Parties") on Effective Date: .

WHEREAS

WHEREAS, Client requires services related to the configuration, customization, hosting coordination, content migration, and ongoing support of a Content Management System ("CMS") to manage digital content, workflows, and publishing; and

WHEREAS, Provider represents that it has expertise, personnel, and infrastructure to deliver CMS implementation, integration, maintenance, and training services under the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth the scope, payment, schedule, confidentiality, and other terms governing Provider’s performance of such services.

1. SCOPE OF WORK

Provider shall perform the services described below and any additional services as agreed in writing by the Parties. Provider shall exercise commercially reasonable skill and diligence in performing the services and deliverables.

2. PAYMENT TERMS

Client shall pay Provider the fees and expenses set forth in this Section in consideration for the services. Fees are exclusive of applicable sales, use or similar taxes, which Client shall pay where applicable.

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Disputed portions of an invoice shall be resolved promptly and do not waive the non-disputed portion.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach by the other Party that remains uncured for a period of days after written notice. Either Party may terminate for convenience upon written notice given at least prior to the effective termination date.

Upon termination, Client shall pay Provider for all services performed and expenses incurred up to the effective date of termination, together with any non-cancellable third-party costs reasonably incurred by Provider.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means proprietary or confidential information disclosed by one Party to the other 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 strategies, customer data, credentials, system architecture, and non-public financial information.

Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is: publicly known through no fault of Receiving Party; rightfully received from a third party without restriction; independently developed without use of Confidential Information; or required to be disclosed by law, provided Receiving Party gives prompt written notice and cooperates in seeking protective measures.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of , except with respect to trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

5. WARRANTIES, INDEMNITY, AND LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each Party shall indemnify and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct in connection with this Agreement, provided the indemnified Party provides prompt written notice and reasonable cooperation.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

6. INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in a written exhibit, Client retains ownership of Client Content uploaded to the CMS. Provider retains ownership of Provider’s pre-existing tools, software, templates, and methodologies. Provider grants Client a non-exclusive, non-transferable license to any Provider-owned deliverables to the extent necessary for Client’s internal use of the deliverables as delivered under this Agreement, subject to full payment of fees.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to conflict of laws principles. The Parties agree that the courts of that jurisdiction shall have exclusive jurisdiction to resolve disputes arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification must be in writing and signed by authorized representatives of both Parties.

9. MISCELLANEOUS

Notices shall be in writing and delivered to the addresses provided by the Parties. 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 Party, except that Provider may assign to an affiliate or successor in connection with a change of control.

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