Business Data Migration Form

BUSINESS DATA MIGRATION AGREEMENT

This Business Data Migration Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client maintains certain electronic data and records that Client desires to have migrated, transformed and validated for use in Client's target systems; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel and tools necessary to perform data extraction, transformation, loading, testing and validation (collectively, "Migration Services") in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights, obligations, schedules and liabilities with respect to the Migration Services.

SCOPE OF WORK

Migration Window Start:    Migration Window End:

PAYMENT TERMS

All payments are due in accordance with the Payment Schedule. Late payments shall accrue the Late Payment Fee from the due date until paid in full. Client remains responsible for any costs reasonably incurred in collecting overdue amounts.

TERM AND TERMINATION

Term Commencement:

Term Expiration:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the Notice Period after receiving written notice. Termination for convenience by Client requires payment for all work performed and reasonable wind-down costs.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party in connection with the Migration Services, shall use such information solely for the purposes of performing under this Agreement, and shall restrict access to personnel who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

The obligations in this clause shall not apply to information that (i) is or becomes public through no fault of the receiving party, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of the disclosing party’s confidential information.

Yes    No

SECURITY, TESTING, AND ACCEPTANCE

Service Provider shall implement reasonable administrative, technical and physical safeguards consistent with industry standards to protect Client Data. Service Provider will perform test migrations and validation checks in accordance with mutually agreed acceptance criteria; Client shall have days from delivery to perform acceptance testing and provide written acceptance or specified rejection reasons.

DATA OWNERSHIP; RETENTION

Client retains sole ownership of all Client Data. Service Provider shall not assert any rights or liens in Client Data. After completion or termination, Service Provider shall, at Client's election, return or securely destroy Client Data and provide written certification of destruction where applicable.

Client    Service Provider    Third Party (specify below)

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality, each party's aggregate liability under this Agreement shall be limited to the greater of (i) the total Fees paid to Service Provider under this Agreement, or (ii) .

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any attachments or appendices executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or agency relationship.

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