Business Fabric Document

BUSINESS FABRIC DOCUMENT

Parties

This Business Fabric Document (the "Agreement") is entered into by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

Recitals

WHEREAS, Client engages Provider to design, develop, integrate and otherwise implement a coordinated business fabric comprised of policies, systems, technical components and associated deliverables to improve operational alignment and interoperability; and

WHEREAS, Provider represents that it has the necessary expertise, personnel and resources to perform the services described in this Agreement and will perform such services in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will furnish the services and Client will compensate Provider.

Scope of Work

The Provider shall supply all personnel, tools, equipment and materials necessary to perform the services described above. All deliverables shall be provided in electronic form unless otherwise agreed in writing. Any change in the Scope of Work that materially alters the cost or schedule shall be documented by a written change order signed by both parties.

Payment Terms

Unless otherwise stated in the Payment Schedule, invoices are due within the payment term set forth in the schedule. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Client will reimburse Provider for reasonable costs of collection, including attorneys' fees, if Provider enforces payment rights under this Agreement.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure a 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

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, including business processes, technical designs, source code, pricing, customer lists and trade secrets. The receiving party will (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (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 or reference to the disclosing party's Confidential Information. A disclosure required by law or regulation shall be governed by the receiving party's obligation to provide prompt notice and cooperate to seek protective measures where available.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, perpetual, worldwide license to use deliverables provided under this Agreement for Client's internal business purposes. Provider retains ownership of its pre-existing tools, methodologies, templates and general know-how. To the extent that deliverables include third-party materials, Provider will secure appropriate licenses for Client's use or notify Client of licensing requirements.

Representations and Warranties; Limitation of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties will attempt in good faith to resolve disputes arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree to non-binding mediation prior to seeking judicial relief.

Entire Agreement

This Agreement, together with any exhibits and mutually 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, representations and understandings, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest by way of merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

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