Business Gateway Agreement

Business Gateway Agreement

This Business Gateway Agreement (the "Agreement") is made and entered into as of Effective Date: by and between:

Recitals

WHEREAS, Provider operates and licenses a technology gateway, platform and related services that enable secure exchange of business data, integrations with third-party systems, and centralized access to certain administrative functions (the "Gateway");

WHEREAS, Client desires to obtain from Provider access to and use of the Gateway for the purpose of facilitating the Client's business operations as further described in this Agreement; and

WHEREAS, Provider agrees to provide the Gateway, associated services and support under the terms and conditions set forth herein.

Scope of Work

Provider shall provide Client with access to the Gateway and perform the services described below. The parties may attach optional statements of work that modify or supplement the services; however, in the event of any inconsistency the terms in this Agreement shall control unless expressly agreed in writing.

Payment Terms

Client shall pay Provider fees as set forth below. Fees are exclusive of taxes and other governmental charges which Client shall be responsible for paying unless Client provides Provider with a valid exemption certificate accepted by Provider.

Invoices are due and payable within days of invoice receipt. Late payments shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party at least days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured thirty (30) days after written notice identifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") relating to business operations, pricing, trade secrets, technical information, customer data and any information reasonably understood to be confidential. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach by Recipient; (b) was rightfully in Recipient's possession prior to disclosure without restriction; (c) is received by Recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall (i) use Confidential Information solely for the performance of its obligations under this Agreement, (ii) restrict disclosure to those employees, contractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) implement commercially reasonable administrative, physical and technical safeguards to protect Confidential Information. Upon Discloser's written request or upon termination of this Agreement, Recipient shall return or destroy Discloser's Confidential Information and certify destruction to Discloser within thirty (30) days, except as required to be retained under applicable law.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

Limited Warranty; Limitation of Liability

Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Data Security and Compliance

Provider shall maintain reasonable security measures designed to protect Client Data from unauthorized access, disclosure, alteration and destruction. Provider will notify Client without undue delay upon becoming aware of a security incident materially affecting Client Data and shall cooperate with Client in reasonable remediation efforts. Client is responsible for compliance with its obligations under applicable laws governing the collection, use and disclosure of personal data submitted to the Gateway.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its choice of law principles. The parties shall attempt in good faith to resolve disputes amicably. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue any remedy available at law or in equity in the courts located in the selected jurisdiction.

Entire Agreement; Amendment

This Agreement, together with any attached statement(s) of work or appendices, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may specify in writing. Notice shall be deemed given upon personal delivery, one (1) business day after delivery to an overnight courier service, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right. The parties are independent contracting entities and nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship between them.

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