Business Gateway Document

BUSINESS GATEWAY DOCUMENT

Parties and Effective Date

This Business Gateway Document ("Agreement") is entered into on Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: desires to engage Service Provider to perform gateway, integration, and business enablement services as described herein; and

WHEREAS, Service Provider Name: represents that it has the professional expertise, personnel, and resources to perform such services in accordance with accepted industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide the services described below and Client will pay for such services.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described in the Scope of Work below. Deliverables shall conform to the specifications agreed and shall be delivered according to the milestone schedule.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. Unless otherwise agreed in writing, all fees are exclusive of applicable taxes.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the effective termination date.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether in writing, orally, or by inspection, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to business plans, pricing, technical data, system designs, customer lists, and trade secrets.

The 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 disclose such information to any third party except as required to perform this Agreement and subject to binding confidentiality obligations; and (c) use Confidential Information only to perform its obligations under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to conflict-of-law principles. The parties shall first attempt in good faith to resolve disputes by negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration administered in the governing jurisdiction before a single arbitrator under commercial arbitration rules.

Representations, Warranties, and Indemnity

Each party represents that it has full power and authority to enter into this Agreement and perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client agrees to indemnify and hold harmless Service Provider from claims arising from Client-provided content, breach of Client warranties, or Client's misuse of deliverables. Service Provider shall indemnify Client against third-party claims that the deliverables, as delivered and used in accordance with this Agreement, infringe any United States copyright, provided Client gives prompt notice and reasonable assistance.

Entire Agreement and Amendment

This Agreement, including any exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, proposals, and agreements. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

Notices

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets provided that the assignee assumes all obligations hereunder. The parties are independent contractors; nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings are for convenience only and do not affect interpretation.

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