Business EIS Document

BUSINESS EIS AGREEMENT

This Business EIS Agreement ("Agreement") is entered into effective as of by and between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client has identified the need for Enterprise Integration Services, systems coordination, and associated consulting (collectively, "EIS Services"); and

WHEREAS, Service Provider represents that it possesses the personnel, technical expertise and resources necessary to perform the EIS Services and desires to provide such services to Client on the terms set forth herein; and

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

Scope of Work

Service Provider shall provide the EIS Services described below. The description shall include deliverables, milestones, technical specifications, and acceptance criteria. Any change to the Scope of Work must be documented in a written Change Order signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for performance of the EIS Services in accordance with this Agreement.

Total Fee:

Invoicing: Service Provider shall submit invoices in accordance with the schedule above. Client shall remit payment within days of invoice receipt unless other terms are agreed in writing.

Late Fee: Unpaid amounts shall accrue a late fee of or the maximum permissible by law, whichever is less.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including business plans, technical data, software, trade secrets, pricing, and client data, whether disclosed orally, in writing, or electronically.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to employees, contractors or advisers with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. The receiving party shall 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.

Exclusions: Confidential Information does not include information which (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without confidentiality obligations; (iii) is independently developed without reliance on the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with any protective order sought.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets where such obligations shall survive for as long as the information remains a trade secret under applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. Except for injunctive or equitable relief, all disputes arising out of or relating to this Agreement shall be resolved in the state or federal courts located within the chosen jurisdiction.

Representations; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Entire Agreement; Amendments

This Agreement, including all exhibits and written Change Orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment, modification or waiver shall be effective unless in writing and signed by duly authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and sent to the address set forth below for each party. Notices shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier.

General Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or to a purchaser of substantially all of its business assets, provided that the assignee assumes Service Provider's obligations hereunder in writing.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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