Business Document ARCHAPP

Business Document ARCHAPP

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing architecture application development, archival systems, and associated professional services, and represents that Provider has the skill, personnel, and experience required to perform the services described herein; and

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement under the terms and conditions set forth below; and

WHEREAS, the parties agree that this Agreement shall become effective on the Effective Date: and shall govern the relationship between the parties.

Scope of Work

Provider shall perform the services and deliverables described below. Provider agrees to supply reasonable personnel, resources, and equipment as necessary to complete the work in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider for services rendered in accordance with the following terms.

All undisputed invoices are payable within the period set forth in the Payment Schedule. Client shall notify Provider in writing of any disputed portion of an invoice within ten (10) days of receipt, specifying reasons for dispute. Late payments shall accrue interest at the Late Payment Fee rate set forth above and Client shall also be responsible for reasonable collection costs and attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the 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 at least days prior to the effective date of termination. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay Provider for services performed and expenses incurred through the date of termination, including any reasonable wind-down costs.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no 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 are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law. Disclosure required by law or court order is permitted provided that the receiving party provides prompt written notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

Intellectual Property and Licenses

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and any general tools, methodologies, or know-how used or developed by Provider in the performance of services. Client is granted a non-exclusive, non-transferable license to use deliverables solely for its internal business purposes upon full payment of all amounts due. Any custom source code, designs, and documentation specifically created for Client under this Agreement shall be assigned to Client upon full payment, subject to Provider's retained rights in pre-existing elements and third-party components.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

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. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within that State.

Entire Agreement; Amendments

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

Miscellaneous Provisions

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 its rights or delegate its duties under this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a sale of substantially all assets. Notices shall be in writing and delivered to the addresses set forth above.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The person executing this Agreement on behalf of each party represents and warrants that they have the authority to bind such party.

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