Business IMIT Document

Business IMIT Document

This Business IMIT Document (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client Name: seeks services relating to Implementation, Migration, Integration and Testing (referred to collectively as "IMIT Services") for certain business systems and operations;

WHEREAS, Service Provider: represents that it has the necessary expertise, personnel and resources to perform IMIT Services and desires to perform such services under the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to performance, payment, confidentiality and the allocation of risks associated with the IMIT Services.

Scope of Work

Service Provider shall perform IMIT Services as described below. The description shall include deliverables, performance standards, acceptance criteria and any milestone dates.

Payment Terms

Client shall pay Service Provider for the IMIT Services in accordance with the following terms:

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and deliverables accepted prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by one party to the other in connection with this Agreement. Each party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound to protect such information at least as stringently as set forth herein. The foregoing obligations shall not apply to information that is generally known to the public, independently developed without use of Confidential Information, rightfully received from a third party without duty of confidentiality, or required to be disclosed by law, provided the disclosing party is given prompt notice and, where lawful, an opportunity to seek protective relief.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing tools, methodologies, templates and general know-how. Client shall own and Service Provider hereby assigns to Client all rights, title and interest in and to custom deliverables specifically created for Client under this Agreement, subject to Client's payment in full. Service Provider shall retain a non-exclusive, royalty-free license to use general skills and ideas embodied in the deliverables for other clients provided no Confidential Information or Client-specific materials are used or disclosed.

Warranties; Limitation of Liability; Indemnification

Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards for similar services. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES.

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of its obligations under this Agreement.

Change Orders

Any change to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties describing the change, adjustments to schedule, and any corresponding change in compensation.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be deemed given upon personal delivery, confirmed courier receipt, or three (3) days after deposit in the mail by certified mail, return receipt requested.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

This Agreement, including any exhibits and change orders executed in accordance with the terms hereof, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. No amendment to this Agreement shall be effective unless 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 shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets, or corporate reorganization.

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