Business Dynamic Tool

BUSINESS DYNAMIC TOOL AGREEMENT

This Business Dynamic Tool Agreement (the "Agreement") is made and entered into as of (the "Effective Date") by and between:

WHEREAS

WHEREAS, Service Provider has developed and offers a configurable software platform and related tools intended to support business processes and analytics (the "Business Dynamic Tool"); and

WHEREAS, Client desires to engage Service Provider to deliver, configure and license the Business Dynamic Tool and to provide related services on the terms set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the rights and obligations of each party with respect to the delivery, use, maintenance and payment for the Business Dynamic Tool.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The Scope of Work describes features to be delivered, acceptance criteria, milestones and responsibilities of the parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for services and licenses granted under this Agreement.

Invoices are due within days of invoice date. Service Provider shall submit invoices upon completion of the applicable milestone or monthly as agreed.

Overdue amounts shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. In addition, Service Provider may suspend access to the Business Dynamic Tool upon thirty (30) days' written notice after payment default.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is reasonably understood to be confidential or proprietary ("Confidential Information"). Confidential Information includes business plans, technical specifications, source code, financial information, and customer data.

The Receiving Party shall (i) not use Confidential Information except to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement, and (iii) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care.

Confidential Information shall not include information that (a) is or becomes generally available to the public without breach of this Agreement, (b) was rightfully in the Receiving Party’s possession prior to disclosure, (c) is independently developed by the Receiving Party without reference to Confidential Information, or (d) is rightfully obtained from a third party without restriction on use or disclosure.

If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice (to the extent legally permitted), cooperate in any lawful attempt to limit disclosure, and disclose only the portion required.

Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's election, return or destroy all Confidential Information within days and certify such return or destruction in writing.

INTELLECTUAL PROPERTY

Service Provider retains all right, title and interest in and to the Business Dynamic Tool, including any underlying software, methodologies, algorithms and source code, whether developed prior to or during the term of this Agreement, except for Client Data. Service Provider grants Client a non-exclusive, non-transferable, revocable license to use the Business Dynamic Tool solely as permitted under this Agreement during the term and subject to payment of all fees.

LIMITATION OF LIABILITY & INDEMNITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.

Service Provider shall defend and indemnify Client against third-party claims alleging infringement of a United States patent, copyright, or trade secret to the extent such claim arises from Service Provider's delivered software; Service Provider's obligations do not apply to unauthorized modifications or combination with other products.

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 laws principles. The parties submit to the exclusive jurisdiction of courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits 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, proposals and communications, 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.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices shall be deemed given upon delivery if by hand, upon receipt if sent by certified mail, or upon confirmation of transmission if sent by electronic mail.

Sign Now