Business Digital Modernization Template

BUSINESS DIGITAL MODERNIZATION TEMPLATE

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

RECITALS

WHEREAS, Client operates business operations and systems described as ;

WHEREAS, Provider represents that it has the technical expertise and personnel necessary to perform a digital modernization program including systems analysis, data migration, application modernization and operational transition;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform modernization services and Client will compensate Provider.

SCOPE OF WORK

Provider will perform the services and deliverables described below (collectively, the Services). The Services shall include systems assessment, modernization planning, development/configuration, data migration, testing, deployment and knowledge transfer as specifically set out in the Scope of Work.

PAYMENT TERMS

Client shall pay Provider for the Services in accordance with the fee structure set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than prior to the effective termination date.

Either party may terminate for material breach if the breaching party fails to cure such breach within following written notice describing the breach. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means 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. Confidential Information includes business plans, system designs, source code, data, and customer information.

Receiving party shall: (a) not disclose Confidential Information to any third party except as permitted herein; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations under this confidentiality provision shall survive termination for a period of except that trade secrets shall be protected for as long as they meet the legal definition of trade secret.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables and software provided under this Agreement for Client's internal business operations. Provider retains ownership of Provider's pre-existing tools, libraries and methodologies. Any custom-developed works shall be assigned to Client upon full payment, subject to rights retained by Provider in underlying platforms and third-party components.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, each party's aggregate liability for any claim arising out of this Agreement shall be limited to the total amounts paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for lost profits, loss of business, or consequential damages except as required by applicable law.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the address provided by each party. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to seek independent legal advice.

CONTACTS FOR NOTICES

Sign Now