Business Data Connectors

BUSINESS DATA CONNECTORS AGREEMENT

Effective Date:

RECITALS

WHEREAS, Client Name: is engaged in business operations requiring the transfer and synchronization of business data for operational purposes; and

WHEREAS, Provider Name: develops, maintains, or configures technical connectors, adapters, and related services to enable secure data exchange between systems; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver Business Data Connectors and related services to Client.

PARTIES AND CONTACTS

SCOPE OF WORK

Provider shall design, configure, deliver and, if agreed, maintain Business Data Connectors according to the technical specifications and acceptance criteria set forth below. Deliverables shall include connector software, documentation, deployment instructions, and training materials where applicable. Provider will use commercially reasonable efforts to ensure interoperability with Client systems identified herein.

PAYMENT TERMS

Client shall pay Provider for the services and deliverables described above in accordance with the following terms.

Late Payment: Any undisputed amount not paid within days after the invoice due date shall accrue interest at % per month, or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

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

Either party may terminate for convenience upon written notice delivered days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, product, customer, pricing, or other information that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Each party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to those employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this section shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets.

DATA OWNERSHIP, USE AND SECURITY

Client retains all right, title and interest in and to the data provided to Provider for the purpose of implementing the Business Data Connectors ("Client Data"). Provider is granted a limited, non-exclusive, revocable license to process and transmit Client Data solely as necessary to perform its obligations under this Agreement. Provider shall implement and maintain commercially reasonable technical and organizational safeguards to protect Client Data against unauthorized access, disclosure, alteration, or destruction.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or misappropriation of data, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages, including loss of profits. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total amount paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to 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.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written, relating thereto. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above or as otherwise provided in writing.

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