Business Document BDDS

Business Document BDDS

This Business Document BDDS (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client seeks to engage Provider to perform services and deliverables related to business data, delivery, and support as set forth in this Agreement, and Provider has the necessary expertise, personnel, and resources to perform such services in accordance with the terms herein.

WHEREAS, the parties desire to define the scope, payment, confidentiality, term, and other material terms that will govern their commercial relationship, and to allocate risks and responsibilities as set forth below.

WHEREAS, the parties intend this Agreement to be a binding, legally enforceable contract and to supersede any prior proposals or negotiations relating to the subject matter of this Agreement.

Scope of Work

Provider shall perform the services and deliverables described below. Provider shall execute the Scope of Work in a professional manner consistent with industry standards and applicable laws.

Payment Terms

Client shall pay Provider for the services and deliverables in accordance with the amounts and schedule below. All amounts are in United States dollars unless otherwise agreed in writing.

Select payment schedule (check all that apply):

Milestone payments per deliverable    Monthly installments    Balance upon final acceptance

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured following written notice and the expiration of the notice period set forth above. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination or for work product delivered and accepted prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a Disclosing Party to a Receiving Party that is designated 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, technical, pricing, and customer information, but does not include information that (a) is or becomes publicly available other than through a breach of this Agreement, (b) was known to the Receiving Party prior to disclosure, (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information, or (d) is lawfully obtained from a third party without restriction.

The Receiving Party shall (i) use Confidential Information solely for the purposes of performing obligations under this Agreement, (ii) restrict disclosure to employees, contractors, or agents on a need-to-know basis who are bound by obligations of confidentiality at least as protective as those herein, and (iii) implement reasonable administrative, physical and technical safeguards to protect Confidential Information. Confidentiality obligations shall survive termination of this Agreement for a period of years.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within such state for any disputes arising out of this Agreement.

Entire Agreement

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as the receiving party may designate by notice. Notice is effective upon receipt.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach shall constitute a waiver of any other breach.

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