Business Hinemos Document

BUSINESS HINEMOS DOCUMENT

This Business Hinemos Document (the Agreement) is made effective as of by and between with principal place of business at (Service Provider), and with principal place of business at (Client). Each of Service Provider and Client may be referred to below individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Service Provider has expertise in the design, implementation and operation of Hinemos-based business process monitoring and automation (the Services); and

WHEREAS, Client desires to engage Service Provider to perform Services under the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such Services on the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the Services described above in a professional and workmanlike manner in accordance with industry standards. Any material change to the Scope of Work shall be subject to a written change order executed by authorized representatives of both Parties, which shall include any resulting adjustment to fees or schedule.

2. PAYMENT TERMS

Client shall pay Service Provider as follows:

Fees do not include applicable taxes. Client is responsible for all sales, use, and other taxes, excluding taxes based on Service Provider's net income. Disputed invoices must be presented in writing within the Invoice Period; undisputed amounts remain due and payable.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon advance written notice to the other Party. Either Party may terminate for material breach by the other Party if the breaching Party does not cure such 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 performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other, in any form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical designs, source code, operational procedures and customer data.

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 no less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information only to perform its obligations under this Agreement. The obligations set forth in this Section do not apply to information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully in the receiving Party's possession prior to disclosure; (iii) is received by the receiving Party from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

If the receiving Party is required by law or valid legal process to disclose Confidential Information, the receiving Party shall, to the extent permitted by law, provide prompt written notice to the disclosing Party and cooperate in any reasonable effort to obtain protective measures.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnitee's third-party claims to the extent caused by the indemnitor's negligent acts or willful misconduct in performing its obligations under this Agreement.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. IN ANY EVENT, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both Parties.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either Party may designate by notice to the other.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach will be deemed a waiver of any subsequent breach. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

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