Business Data Systems Template

BUSINESS DATA SYSTEMS TEMPLATE

RECITALS

WHEREAS, Client Name: is engaged in the operation of its business and requires the design, implementation and maintenance of data systems and related services; and

WHEREAS, Service Provider Name: has experience and expertise in developing, configuring and supporting business data systems and is willing to provide such services to Client under the terms set forth herein.

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

AGREEMENT EFFECTIVE DATE

Effective Date:

SCOPE OF WORK

Service Provider shall perform the services described below, deliverables and acceptance criteria in accordance with the schedule and standards set forth in this Agreement.

PAYMENT TERMS

Client agrees to pay Service Provider the amounts set forth below for the performance of services and delivery of deliverables pursuant to this Agreement.

Overdue payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by law. Alternatively, Client shall pay a late fee of USD, whichever is greater.

TERM AND TERMINATION

Term Commencement Date: . Initial Term End Date: .

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 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) that is identified as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information shall not include information that is: (a) known to Recipient without restriction prior to disclosure; (b) publicly known through no wrongful act of Recipient; (c) rightfully received from a third party without breach of any obligation of confidentiality; or (d) independently developed by Recipient without use of Discloser's Confidential Information. Upon termination or request, Recipient shall return or destroy Discloser's Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY

Ownership of pre-existing intellectual property remains with the originating party. Subject to Client's payment in full, Service Provider assigns to Client all right, title and interest in deliverables that are specifically developed for Client under this Agreement and that are not pre-existing materials of Service Provider. Service Provider retains ownership of general tools, software libraries, methodologies and know-how used or developed in the course of performing services, provided Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use such materials solely to exercise Client's rights in the deliverables.

WARRANTIES; DISCLAIMER

Service Provider represents that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards. Except as expressly set forth in this Agreement, Service Provider disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

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 breach of this Agreement or negligent acts or willful misconduct. Except for claims resulting from a party's gross negligence, willful misconduct or breaches of confidentiality or intellectual property ownership, the parties' aggregate liability to each other for any claim arising from this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

DATA PROTECTION

Each party shall comply with applicable data protection laws in the collection, use, processing and transfer of personal data. Service Provider shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

ASSIGNMENT AND SUBCONTRACTING

Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest by merger or sale of substantially all assets. Service Provider may engage subcontractors so long as Service Provider remains responsible for the performance of its obligations hereunder and ensures subcontractors comply with confidentiality and data protection obligations.

Service Provider is authorized to use subcontractors subject to the terms above.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier or certified mail (return receipt requested), and shall be deemed given upon receipt.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any schedules or exhibits executed contemporaneously herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. No waiver of any provision shall be effective unless in writing signed by the waiving party. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture or agency relationship.

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