Business EAS Agreement

BUSINESS EAS AGREEMENT

This Business EAS Agreement (the Agreement) is entered into as of by and between:

Provider Name: , Address:

Client Name: , Address:

WHEREAS

WHEREAS, Provider is in the business of providing Enterprise Application Services, systems integration, configuration, maintenance and related professional services (collectively, EAS Services); and

WHEREAS, Client desires to engage Provider to perform certain EAS Services, and Provider agrees to perform such Services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the rights and obligations of each party with respect to the Services, payment, confidentiality, and other matters described herein.

SCOPE OF WORK

Provider shall perform the EAS Services described below in accordance with the terms of this Agreement. Provider will provide qualified personnel, tools, and materials necessary to deliver the Services in a professional and workmanlike manner.

PAYMENT TERMS

Client shall pay Provider the fees and expenses set forth below in consideration for the Services. All amounts are stated in U.S. dollars unless otherwise specified.

Provider will submit invoices in accordance with the payment schedule. Client will pay all undisputed invoices within calendar days of receipt. Disputed amounts must be notified in writing within the payment period.

Overdue amounts shall accrue interest at (or the maximum rate permitted by law), together with collection costs and reasonable attorneys' fees.

Unless otherwise stated, fees exclude applicable taxes. Client is responsible for all sales, use, value-added and similar taxes arising from payments under this Agreement, except taxes based on Provider's net income. If Provider has a legal obligation to collect any such taxes, Provider will charge them on invoices.

TERM AND TERMINATION

This Agreement commences on and will continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party. Termination for material breach by either party is permitted upon written notice and a day opportunity to cure the breach.

Either party may terminate immediately upon written notice in the event the other party becomes insolvent, makes an assignment for the benefit of creditors, or undergoes a change of control that materially impairs the terminating party's rights under this Agreement.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose to any third party any non-public, proprietary, or confidential information of the other party (Discloser) disclosed in connection with this Agreement, including business plans, technical specifications, trade secrets, customer data, and other information that a reasonable person would understand to be confidential (Confidential Information).

Recipient will (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to recipients with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is (i) or becomes publicly known through no breach by Recipient, (ii) rightfully received from a third party without restriction, (iii) independently developed by Recipient without use of Discloser's Confidential Information, or (iv) required to be disclosed by law, provided Recipient gives Discloser prompt notice and cooperates to seek protective measures.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise expressly agreed in writing, Provider retains all right, title and interest in Provider's pre-existing tools, methods, know-how, software, and intellectual property not specifically developed for Client under this Agreement. Client is granted a non-exclusive, non-transferable license to use deliverables delivered and paid for under this Agreement solely for Client's internal business purposes. Ownership of Client data remains with Client; Provider will process Client data only in accordance with Client's instructions and applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses arising from the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. Except to the extent required by applicable law, neither party shall be liable for incidental, consequential, special, or punitive damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the fees paid by Client to Provider under the applicable Statement of Work during the twelve (12) month period 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 its conflict of laws principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any Statement of Work, exhibits, or appendices expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Any amendments must be 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 address set forth below for each party or such other address as a party may specify in writing. Notices shall be deemed given when delivered personally, by courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace any invalid provision with a valid provision that, to the extent possible, implements the original intent. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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