Business DI Document

BUSINESS DI DOCUMENT

This Business DI Document (the "Agreement") is entered into as of , by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to procure certain business data integration, analysis, and related implementation services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, personnel, and technical capabilities to perform the agreed services and to deliver specified deliverables consistent with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform such services and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall perform the services described below and deliver the deliverables identified. Service Provider shall perform services in a professional and workmanlike manner in accordance with accepted trade practices and the timelines specified in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the services. Fees are exclusive of taxes unless otherwise indicated.

All invoices not disputed in good faith within ten (10) days of receipt are deemed accepted. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on , and shall terminate on , unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Either party may also terminate for convenience upon days' prior written notice.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work product completed to the date of termination and retain copies of records as required by law.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party 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 (i) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A party may disclose Confidential Information as required by law or order of a court or regulatory authority, provided the disclosing party gives prompt written notice and cooperates with reasonable efforts to limit disclosure.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Service Provider retains ownership of any pre-existing intellectual property and tools used to perform the services. Subject to Client's payment in full of all fees, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Client represents and warrants that it has the right to provide the data and materials it supplies to Service Provider and grants Service Provider a limited license to use such data solely to perform the services.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the fees paid to Service Provider under this Agreement in the six (6) months preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

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. Exclusive venue for any dispute shall lie in the state or federal courts located in the jurisdiction where Client's principal place of business is located, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets provided that the assignee assumes all obligations hereunder.

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