Business Data Solutions Template

Business Data Solutions Template

This Business Data Solutions Agreement (the Agreement) is entered into as of (Effective Date) by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires data services, analytics, system integration, and ongoing support related to Client's business data systems; and

WHEREAS, Service Provider represents that it has the experience, personnel, and technical capability to provide the data solutions, consulting, and related services described herein; and

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:

1. Scope of Work

The Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and the timelines set forth in the Project Milestones. Any material changes to the Scope of Work shall be documented in a written change order signed by both parties, including adjustments to fees and schedule.

2. Payment Terms

Invoices are due within days of receipt unless otherwise stated. Client shall pay all undisputed amounts in full when due. If Client fails to pay any undisputed amount by the due date, Provider may suspend Services upon five (5) days written notice.

Late payments shall incur interest at the lesser of % per month or the maximum rate permitted by applicable law, assessed after a grace period of days from the invoice due date.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within 30 days after receiving written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Upon termination, Provider shall deliver to Client all completed deliverables and work in progress for which Client has paid. Provider may retain copies of work product for its records and to the extent necessary to comply with legal or regulatory obligations.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, business and marketing plans, customer lists, technical data, trade secrets, pricing, and product designs.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to its employees, contractors, and agents who need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) 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.

Confidential Information shall not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure as demonstrated by written records; (iii) is received from a third party free to disclose such information without restriction; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Client shall own all right, title, and interest in and to deliverables specifically developed for Client under this Agreement (Deliverables). Provider shall retain ownership of its pre-existing tools, methodologies, software, algorithms, and know-how (Provider Tools). Provider grants Client a non-exclusive, non-transferable license to any Provider Tools embedded in the Deliverables to the extent necessary for Client's use of the Deliverables.

Provider represents that, to the best of its knowledge, the Deliverables do not infringe any third party intellectual property rights. Provider will indemnify and defend Client against claims arising from Provider's breach of this representation, subject to the limitation of liability set forth herein.

6. Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, whether based on contract, tort, or any other theory. The aggregate liability of each party for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties are unable to resolve the dispute by negotiation within thirty (30) days, either party may pursue any remedies available at law or in equity in the courts of the governing jurisdiction.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate by notice. Notice shall be effective upon receipt.

9. Miscellaneous

Entire Agreement. This Agreement, including any exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization provided the assignee assumes all obligations hereunder.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely matches the parties' original intent.

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