Business Engine Document

Business Engine Document

This Business Engine Agreement ("Agreement") is made as of between Service Provider: and Client: .

Recitals

WHEREAS, Service Provider has developed, and continues to develop and refine, a proprietary suite of software, methodologies, and operational processes (collectively, the "Business Engine") designed to optimize business operations, automation, and analytics; and

WHEREAS, Client desires to engage Service Provider to implement, configure, and operate the Business Engine for the Client's business operations in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to the provision, payment for, confidentiality of, and ownership of work product relating to the Business Engine.

Scope of Work

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following terms:

Unless otherwise agreed in writing, invoices are due within 30 days of invoice date. Late payments shall accrue interest at the rate specified in the Late Payment Fee field above, and Client shall be responsible for all reasonable costs of collection, including attorneys' fees.

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 written notice to the other party provided at least the number of days set forth in the Termination Notice Period field above. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, including business plans, technical data, software, source code, financial information, pricing, trade secrets, and customer lists. Confidential Information does not include information that (a) is or becomes publicly known through no wrongful act of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) maintain Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information and certify such destruction if requested.

The obligations of confidentiality set forth in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years, except that obligations with respect to trade secrets shall survive for as long as such information qualifies as a trade secret under applicable law.

Intellectual Property and Work Product

Service Provider retains ownership of its pre-existing intellectual property and general know-how, including the underlying Business Engine codebase, algorithms, templates and trade secrets (collectively, "Provider IP"). Unless otherwise agreed in writing, Client shall receive a limited, non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. To the extent any work product constitutes a custom deliverable created exclusively for Client and paid in full, the parties shall specify grant of ownership or license in an addendum attached hereto.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages. In no event shall a party's aggregate liability under this Agreement exceed the amounts actually paid by Client to Service 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 its conflicts of law principles.

Entire Agreement

This Agreement, including all attachments and any written change orders executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, oral or written communications, and understandings concerning the subject matter hereof. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement will 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 Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or a merger.

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