Business Document Dataifx

BUSINESS DOCUMENT DATAIFX

Parties

This General Business Agreement (the Agreement) is made effective as of by and between:

Recitals

WHEREAS, Company desires to engage Service Provider to perform certain business and technical services in connection with data processing, systems integration, analytics and related business services described herein, and Service Provider represents that it has the experience and capability to provide such services on the terms set forth below;

WHEREAS, the parties wish to set forth the terms under which Service Provider will perform the services, including scope, payment, confidentiality obligations, and termination rights;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Service Provider will provide the services, deliverables, schedules and acceptance criteria described below. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

As full compensation for the services and deliverables provided under this Agreement, Company shall pay Service Provider the fees set forth below in accordance with the schedule and conditions set forth in this Section.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. In addition, Service Provider may assess a late fee of USD for each thirty (30) day period of nonpayment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Company of obligation to pay for services performed through the effective date of termination or any non-cancellable commitments incurred by Service Provider.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or otherwise, 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, without limitation, business plans, customer data, pricing, technical information, algorithms, software, source code, trade secrets, and any data derived from such information.

Receiving party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of .

Representations & Warranties; Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither party shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to this Agreement. The aggregate liability of Service Provider for any claim arising out of or in connection with this Agreement shall not exceed the total fees paid by Company to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to 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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement; Amendment

This Agreement, together with any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under 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, sale of substantially all assets or change of control.

Sign Now