Business eServices Portal

BUSINESS ESERVICES PORTAL AGREEMENT

This Business eServices Portal Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider is in the business of designing, developing, hosting, and maintaining online business services portals and associated backend systems tailored for business-to-business and business-to-consumer operations; and

WHEREAS, Client desires to retain Provider to implement, operate, and support a Business eServices Portal (the "Portal") for Client in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to define the scope, payment terms, confidentiality obligations, and other allocations of risk and responsibility herein.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $

Late Fee: (applies to amounts not paid within days of invoice date).

TERM AND TERMINATION

Term Commencement Date: .

Term Expiration Date: unless earlier terminated as provided below.

Either party may terminate for material breach if the breaching party fails to cure within days after written notice. Termination for convenience by Client requires days' prior written notice.

Upon termination, Client shall pay Provider for all services performed and non-cancellable third-party expenses incurred through the effective date of termination. Provider shall deliver to Client all work-in-progress subject to payment.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party in connection with this Agreement that a reasonable person would understand to be confidential. Confidential Information includes business processes, customer data, source code, pricing, and security practices.

Each party shall: (a) use Confidential Information only for performance under this Agreement; (b) limit access to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality Obligations shall survive termination for a period of years, except for information that becomes publicly known without breach, or that is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party where lawful.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the size and scope of Provider's operations to protect Client Data against unauthorized access, loss, or disclosure. Provider's obligations include prompt notification of any security incident affecting Client Data and reasonable assistance in investigation and remediation.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title, and interest in Provider's pre-existing intellectual property, tools, methodologies, and licensed third-party components. Upon full payment of fees due for custom deliverables, Provider grants Client a non-exclusive, non-transferable license to use the custom Portal deliverables for Client's internal business purposes.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, each party's aggregate liability for all claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, or punitive damages.

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. Any dispute shall be resolved in the state or federal courts located in that state, and the parties consent to personal jurisdiction and venue therein.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets. Notices shall be in writing and delivered to the addresses provided below.

Corporation    Limited Liability Company (LLC)    Partnership    Other

SIGNATURES

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