Business ERP Document

BUSINESS ERP AGREEMENT

This Business ERP Agreement (the "Agreement") is made effective as of by and between Client Name: , whose principal place of business is , and Service Provider Name: , whose principal place of business is .

RECITALS

WHEREAS, the Service Provider is engaged in the business of designing, configuring, implementing and supporting enterprise resource planning systems and ancillary services; and

WHEREAS, the Client desires to engage the Service Provider to implement, configure and provide ongoing services related to an ERP solution described herein, and the Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

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

SCOPE OF WORK

Deliverables shall include configuration of core modules, data migration, integration with identified third-party systems, user acceptance testing, and go-live support. Acceptance criteria, milestone definitions, and change order procedures are set forth below and in the Payment Schedule.

PAYMENT TERMS

Invoices are due within days of invoice receipt unless otherwise agreed in writing. Unpaid amounts shall bear interest at the rate of (or the maximum allowable by law, if less), applied monthly, together with all collection costs, including reasonable attorneys' fees.

All fees are exclusive of taxes. Client shall be responsible for all sales, use or value added taxes, except taxes based on the Service Provider's net income.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information provided by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether oral, written, electronic, or otherwise, including business plans, technical designs, data, financial information, and trade secrets. Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise rights under this Agreement; and (c) limit disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information which: (i) is or becomes generally available to the public through no wrongful act of Receiving Party; (ii) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information to the extent required by law or valid order of a court or governmental body, provided Receiving Party uses reasonable efforts to provide prompt notice to Disclosing Party to permit a protective order or other remedy.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise specified in a written statement of work, Service Provider retains all right, title and interest in pre-existing materials and in any general-purpose tools, methods or know-how used or developed in connection with the services. Subject to Client's payment of all fees due and compliance with this Agreement, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business operations. Custom code and client-specific configurations delivered under this Agreement shall be owned by , unless stated otherwise in the applicable statement of work.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, including lost profits. Each party's aggregate liability under this Agreement shall not exceed the total amount paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

CHANGE ORDERS AND ACCEPTANCE

Any change in the scope, deliverables, schedule, or fees shall be documented in a written change order signed by both parties. Deliverables shall be subject to Client acceptance testing for a period specified in the applicable statement of work. If deliverables materially conform to the agreed acceptance criteria, Client shall provide written acceptance. If not, Client shall provide written notice of deficiencies and Service Provider shall correct such deficiencies in accordance with the acceptance testing terms.

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, together with all schedules, statements of work and executed change orders, 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. Any modifications must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

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

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