Business Configuration Update

Business Configuration Update

Parties and Recitals

This Business Configuration Update (the "Update") is entered into by and between:

Business Name:

Provider Name:

WHEREAS, Business Name is engaged in the operation of its business and requires certain configuration changes, administrative updates, and related professional services to its systems and operational settings; and

WHEREAS, Provider Name has represented that it possesses the expertise, personnel, and resources necessary to perform the requested configuration work and to deliver the associated services under the terms set forth herein; and

WHEREAS, the parties desire to document the scope, payment, confidentiality, term, and other material terms applicable to the configuration updates to be provided by Provider Name.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Update and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Provider Name shall perform the configuration updates, system adjustments, administrative changes, and related services described below. Provider Name shall deliver all services in a professional manner consistent with industry standards.

Payment Terms

Business Name shall compensate Provider Name for the services described in the Scope of Work under the following terms.

Invoices not paid within days after receipt shall incur the Late Payment Fee specified above, compounded monthly. Business Name shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Update commences on and continues until , unless earlier terminated in accordance with this section.

Either party may terminate this Update for convenience upon written notice to the other party given at least the Notice Period specified above. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach, or immediately for incidents creating an imminent risk to business operations or security.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, visually, or in writing, 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. Confidential Information includes but is not limited to technical data, system configurations, business and marketing plans, customer lists, pricing, and trade secrets.

The Receiving Party shall (i) use Confidential Information only to perform its obligations under this Update; (ii) restrict disclosure of Confidential Information to those of its employees, contractors, and agents who need to know and who are bound by confidentiality obligations no less protective than those in this Update; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential obligations do not apply to information that the Receiving Party can demonstrate: (a) was already known without obligation of confidentiality; (b) is or becomes publicly available through no breach of this Update; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The confidentiality obligations set forth herein shall survive termination or expiration of this Update for years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. The parties acknowledge that breach of this confidentiality provision may cause irreparable harm and that injunctive relief may be sought in addition to any other remedies.

Governing Law and Dispute Resolution

This Update shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved in the state or federal courts located in the county where Business Name has its principal place of business.

Miscellaneous Provisions

Entire Agreement: This Update, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendment: No amendment to this Update shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or delegate its rights or obligations under this Update without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Update is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the intent of the original provision.

Execution

This Update may be executed in counterparts and may be executed by electronic signature, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The effective date of this Update is the date of last signature below.

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