Business Contract Integration

BUSINESS CONTRACT INTEGRATION

Parties

Recitals

WHEREAS, Client Name: desires to engage the Service Provider to perform integration of business systems and processes; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources necessary to perform such integration services in accordance with the terms set forth herein; and

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

Scope of Work

Service Provider will perform the integration services described below. All services must be performed in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider the fees and expenses set forth below in accordance with the schedule. All fees are payable in U.S. dollars unless otherwise agreed in writing. Provider shall submit invoices in accordance with this section.

In addition to any late fee specified above, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts. Payments not contested in good faith within ten (10) days of invoice are deemed accepted.

Term and Termination

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

Effective Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above after receipt of written notice. Termination for convenience by Client requires payment for all services performed and non-cancellable commitments made through the effective date of termination.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use Confidential Information except as necessary to perform under this Agreement. "Confidential Information" includes nonpublic business, technical, financial, and customer information, whether oral, written, or electronic, and shall exclude information that is (a) already known without restriction by the receiving party, (b) becomes publicly available through no breach of this Agreement, or (c) is rightfully received from a third party without restriction. The obligations of confidentiality shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, all deliverables specifically created for Client under this Agreement shall be deemed "Work Product." Provider assigns to Client all right, title and interest in the Work Product upon full payment. Provider retains ownership of its pre-existing tools, methodologies, software, and know-how and grants Client a non-exclusive, non-transferable license to use such pre-existing materials only as incorporated into delivered Work Product for Client's internal business purposes.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, or punitive damages. The aggregate liability of each party for direct damages under this Agreement shall not exceed the amount actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to any other address designated in writing by either party. Notices shall be effective upon receipt when delivered by hand, overnight courier, or confirmed electronic transmission.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes amicably prior to initiating litigation. If litigation is necessary, exclusive venue shall be the state or federal courts located in the county of the governing law state selected above.

Entire Agreement; Amendments

This Agreement, together with any exhibits and written schedules, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The invalidity of any provision shall not affect the remainder of this Agreement, and the parties shall replace any invalid provision with a valid provision that achieves the original intent as closely as possible.

Signatures

Sign Now