Business Digital Transformation Template

BUSINESS DIGITAL TRANSFORMATION AGREEMENT

This Business Digital Transformation Agreement (the Agreement) is entered into as of (Effective Date), by and between:

WHEREAS

WHEREAS, Client seeks to modernize and digitize designated business processes, data assets, and customer interfaces to improve operational efficiency, customer experience, and data-driven decision making; and

WHEREAS, Service Provider has represented that it possesses the expertise, personnel, and technical capability to design, implement, integrate, and support digital transformation initiatives described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform services necessary to plan, design, implement, integrate, test and deploy Client's digital transformation initiative as further described below. Services will include but are not limited to strategy development, systems integration, cloud migration, data migration and cleansing, custom development, user training, and post-deployment support.

2. PAYMENT TERMS

As compensation for the Services, Client shall pay Service Provider the fees and reimbursements set forth below in accordance with the payment schedule.

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition to interest, Client shall be responsible for reasonable collection costs and legal fees incurred by Service Provider in enforcing payment obligations.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon giving the other party written notice at least days prior to the desired termination date.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and costs incurred through the effective date of termination, including reasonable wind-down costs.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether in written, oral, electronic or other form, 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.

The Receiving Party shall: (a) 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; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those 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 does not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law or valid order of a court or governmental authority, provided that the Receiving Party provides prompt notice and reasonable cooperation to seek a protective order or other relief.

5. INTELLECTUAL PROPERTY

Except as expressly set forth herein, each party retains all right, title and interest in its pre-existing intellectual property. Client shall own all right, title and interest in deliverables, designs, custom code and documentation specifically created for Client and paid in full hereunder (Deliverables), subject to payment in full and provided that Service Provider grants to Client a worldwide, perpetual, royalty-free assignment of copyright in such Deliverables. Service Provider shall retain ownership of its general tools, methodologies, templates and know-how not specific to Client.

6. REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, and that performance will not breach any other agreement to which it is subject. Service Provider further warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party’s breach of its representations, warranties or obligations under this Agreement or from its gross negligence or willful misconduct.

9. 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.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits, attachments and mutually executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign its rights and obligations to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice to the other.

SIGNATURES

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