Business Deployment Offer

BUSINESS DEPLOYMENT OFFER

This Business Deployment Offer ("Offer") is made effective as of Offer Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of deploying, configuring and integrating business systems, hardware, software and related services, and maintains the requisite personnel, expertise and resources to perform such services; and

WHEREAS, Client desires to retain Provider to perform the deployment services described herein for the benefit of Client's business operations on the terms and conditions set forth in this Offer; and

WHEREAS, Provider is willing to perform such services under the terms and conditions contained in this Offer, and the parties intend that this Offer constitute a binding agreement upon acceptance by Client's authorized representative.

SCOPE OF WORK

Provider shall perform deployment services including planning, installation, configuration, testing, documentation and handover of the systems and components described below. Provider's services shall include provision of labor, installation materials and reasonable coordination with Client's personnel as necessary for deployment and acceptance testing.

PAYMENT TERMS

Client shall pay Provider fees in accordance with the following schedule and conditions. All fees are exclusive of taxes, which shall be the responsibility of Client unless exempt by law.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated daily from the date payment was due until paid in full. Provider reserves the right to suspend work if invoices are not paid within Payment Due Days: days after invoice.

TERM AND TERMINATION

The term of this Offer shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Offer.

Either party may terminate this Offer for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to the proposed termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Offer and fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and costs incurred through the effective date of termination, including any non-cancellable commitments reasonably entered into by Provider prior to termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, 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. Each party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Offer; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that is: (i) publicly known without breach of any obligation of confidentiality; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of or reference to Confidential Information; or (iv) required to be disclosed by law, provided the disclosing party promptly notifies the other to permit a protective order or other remedy.

CHANGE ORDERS AND ACCEPTANCE

Any material changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. Change orders may affect the project schedule and fees. Deliverables shall be deemed accepted upon successful completion of the acceptance tests specified in the Milestone / Acceptance Criteria or, if no tests are specified, upon thirty (30) days after delivery unless Client provides written notice of non-conformity within that period.

LIMITATION OF LIABILITY

Except for liability arising from fraudulent misrepresentation or willful misconduct, each party's aggregate liability to the other for any claim arising out of or relating to this Offer shall not exceed the total fees paid by Client to Provider under this Offer. Neither party shall be liable for indirect, special, incidental or consequential damages.

GOVERNING LAW

This Offer shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Exclusive jurisdiction and venue for disputes shall be in the state or federal courts located in that state, unless the parties agree in writing to another forum.

ENTIRE AGREEMENT

This Offer, together with any executed change orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No modification of this Offer shall be effective unless in writing and signed by authorized representatives of both parties.

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