Business Configuration Template

BUSINESS CONFIGURATION TEMPLATE

This Business Configuration Template (the "Agreement") is entered into as of Effective Date: by and between Company Name: with principal place of business at and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Company requires business configuration services, including system setup, workflow configuration, and integrations (collectively, the "Configuration Services"), to align certain business operations with Company's operational requirements;

WHEREAS, Provider has expertise and experience to perform such Configuration Services and has represented that it will deliver the Configuration Services in accordance with the scope, schedule, and acceptance criteria set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Configuration Services.

SCOPE OF WORK

Deliverables: Provider will deliver the items, documentation, and configurations described in the Scope of Work. Provider shall provide a written acceptance checklist for each Deliverable specifying functional criteria and test procedures. Company will have a period of days from delivery to perform acceptance testing and to provide written notice of rejection or acceptance.

PAYMENT TERMS

Any undisputed sum not paid when due shall accrue interest at the lesser of (i) percent per month or (ii) dollars administrative fee, calculated monthly. Provider may suspend performance for payments more than days past due after written notice.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Except as expressly provided, each party (the "Recipient") shall hold in confidence and not disclose Confidential Information of the other party (the "Discloser"). "Confidential Information" includes non-public business, technical, and financial information disclosed in connection with this Agreement. The Recipient shall use Confidential Information solely to perform its obligations and shall restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without reference to the Discloser's Confidential Information. Recipient may disclose Confidential Information when required by law, provided Recipient gives Discloser prompt notice and cooperates in seeking a protective order.

Survival: Confidentiality obligations survive termination for a period of years, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for claims arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. Each party's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the total fees paid by Company to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, statements of work and change orders executed by the parties, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder. Notices shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

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