Business Component Template

BUSINESS COMPONENT TEMPLATE

Parties and Effective Date

This Business Component Template Agreement (the "Agreement") is entered into by and between Client Name: and Provider Name: . Effective Date: .

Recitals

WHEREAS, Client seeks to procure certain business components, services, and deliverables related to the Client's operations and systems; and

WHEREAS, Provider has expertise in the design, development, and delivery of modular business components and agrees to provide such components under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Scope of Work

Payment Terms

Client shall pay Provider the fees for the services and deliverables as set forth below. All fees are exclusive of taxes unless otherwise required by law.

Late payments shall accrue interest at the rate of on any unpaid balance, calculated monthly, until paid in full. Provider may suspend performance if invoices are more than days overdue after written notice.

Term and Termination

Term: This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to the intended termination date. Upon termination for convenience, Provider shall be paid for work performed up to the effective date of termination and for reasonable wind-down costs.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes business plans, technical designs, source code, pricing, and customer information.

Each receiving party agrees (a) to use Confidential Information only for the performance of this Agreement; (b) to restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in a written addendum, Provider shall retain ownership of Provider pre-existing materials, tools, software libraries, and know-how. Subject to Client's payment in full, Provider hereby assigns to Client all right, title and interest in and to deliverables specifically developed for Client under this Agreement, excluding Provider pre-existing materials. The parties will execute further instruments as necessary to effectuate such assignment.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without reference to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located within that state for disputes arising under this Agreement.

Representations and Warranties

Each party represents and warrants to the other that (a) it has full power and authority to enter into this Agreement; (b) the execution and performance of this Agreement will not violate any material agreement or law applicable to it; and (c) any personnel performing services shall have the requisite skill and qualifications.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from indemnification obligations, a party's aggregate liability shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Miscellaneous

Amendments to this Agreement must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, together with any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Party Contact Information

Entity Type (select all that apply)

Client Entity: Corporation LLC Partnership Individual

Provider Entity: Corporation LLC Partnership Individual

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