Business ESA Document

BUSINESS ESA DOCUMENT

Parties

This Enterprise Services Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between the Service Provider named above and the Client named above.

Recitals

WHEREAS, the Service Provider is engaged in the business of providing enterprise services, consulting, and deliverables related to business operations and systems; and

WHEREAS, the Client desires to retain the Service Provider to perform certain services described in this Agreement, and the Service Provider agrees to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties intend that the services, deliverables, and commercial terms be set forth in this Agreement and any statement of work executed under it.

Scope of Work

The Service Provider shall perform the services and provide deliverables as described below. The scope may be expanded only by a written amendment signed by authorized representatives of both parties.

Payment Terms

In consideration for the services and deliverables, the Client shall pay the Service Provider the fees described below. All fees are payable in U.S. dollars and exclusive of applicable taxes unless otherwise stated.

Invoices will be issued by the Service Provider in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Any undisputed amounts not paid when due shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. Additionally, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until (the "Term").

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for cause 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

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach by the receiving party; (ii) was already in the receiving party's possession without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations in this section shall survive termination of this Agreement for years.

Intellectual Property & Deliverables

Unless otherwise agreed in a written statement of work, Service Provider retains ownership of all preexisting intellectual property and tools. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Any third-party software or open-source components included in deliverables are licensed under their respective terms.

Indemnity and Limitation of Liability

Each party shall indemnify and defend the other against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of its confidentiality obligations. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING 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, together with all statements of work and written amendments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, whether written or oral, relating to the subject matter hereof. Any modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

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