Business Customisations Template

Business Customisations Template

Parties and Recitals

This Business Customisations Template Agreement (the Agreement) is made as of , (Effective Date), by and between , with principal place of business at (Client), and , with principal place of business at (Provider).

WHEREAS, Client desires to engage Provider to perform certain business customisations, modifications, and related services described in this Agreement; and

WHEREAS, Provider represents that it possesses the expertise, personnel and resources necessary to perform such services and is willing to provide those services on the terms set forth herein;

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

Scope of Work

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the performance of services under this Agreement. All fees are exclusive of applicable taxes unless otherwise stated.

Any amount not paid within days of invoice due date shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. Provider may suspend performance for amounts overdue following ten (10) days' written notice of nonpayment.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date.

Either party may terminate this Agreement without cause by providing the other party with not less than days' prior written notice. Termination shall not relieve Client of the obligation to pay for Services performed prior to the effective date of termination.

Either party may terminate this Agreement immediately upon material breach by the other party if such breach remains uncured for more than thirty (30) days following written notice describing the breach in reasonable detail.

Confidentiality

"Confidential Information" means non-public 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. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, product designs and technical information.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as permitted under this Agreement, and (iii) use Confidential Information solely to perform or receive the Services. The foregoing obligations do not apply to information that is (a) known to the receiving party at the time of disclosure without restriction, (b) becomes publicly known through no breach of this Agreement, (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 obligations in this Section shall survive termination or expiration of this Agreement for a period of years, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing materials, methodologies and tooling. Client shall own all customisations, deliverables and work product specifically created for Client under this Agreement upon full payment, subject to Provider's retained rights in its underlying tools, processes, and general know-how. Each party grants the other a limited, non-exclusive license to use any pre-existing intellectual property solely to the extent required to perform or receive the Services.

Warranties and Limitation of Liability

Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. The foregoing warranty is exclusive and is in lieu of all other warranties, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for any claim arising out of or relating to this Agreement 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 the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If the parties cannot resolve a dispute by negotiation within sixty (60) days, either party may seek resolution by a court of competent jurisdiction located in the state specified above.

Entire Agreement

This Agreement, including all attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties.

Miscellaneous

Notices required under this Agreement shall be delivered in writing to the addresses set forth above or to such other address as a party may designate by written notice. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between them.

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