Business Implementation Agreement

BUSINESS IMPLEMENTATION AGREEMENT

This Business Implementation Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client seeks to engage Provider to perform implementation services necessary to deploy, integrate, and make operational certain systems, processes, and deliverables described in this Agreement; and

WHEREAS, Provider represents that it possesses the technical skill, personnel, and experience to perform the implementation scope and has agreed to provide such services subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform and complete the implementation services, tasks, and deliverables described below. Provider shall use commercially reasonable efforts to perform in accordance with the schedule and specifications expressly set forth in this Section and any attachments.

2. PAYMENT TERMS

In consideration for the services and deliverables, Client shall pay Provider the fees and reimburse expenses in accordance with this Section.

All invoices are due net thirty (30) days from invoice date unless otherwise set forth above. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective termination date. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

Each party (Receiving Party) shall treat as confidential all non-public information disclosed by the other party (Disclosing Party) in connection with this Agreement 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). Confidential Information includes business plans, trade secrets, customer lists, pricing, technical designs, and implementation details.

The Receiving Party shall use Confidential Information solely for the purpose of performing obligations under this Agreement, shall restrict access to those employees and contractors with a need to know, and shall not disclose Confidential Information to third parties without prior written consent. The obligations of confidentiality shall not apply to information that is publicly known without breach, rightfully received from a third party, independently developed, or required to be disclosed by law, provided the Receiving Party gives prompt notice where permitted and cooperates to seek protective measures.

5. INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing intellectual property and tools. Title to and ownership of Client-specific deliverables created solely for Client under this Agreement shall transfer to Client upon full payment for such deliverables. Provider hereby grants Client a perpetual, worldwide, non-exclusive license to use Provider's background materials only as incorporated in the deliverables to the extent necessary for Client's internal business use.

6. WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. Exclusive venue for disputes shall be the state or federal courts located in the county of the governing state unless the parties mutually agree otherwise in writing.

8. ENTIRE AGREEMENT; AMENDMENT

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

9. NOTICES

All notices, consents or approvals required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify by written notice. Notices are effective upon delivery when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to a successor in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture.

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