Business IMS Document

BUSINESS IMS DOCUMENT

This Information Management Services Agreement (the "Agreement") is entered into as of by and between:

Provider Name:    Provider Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Provider is in the business of developing, implementing, hosting and maintaining information management systems, data repositories, and related operational services (collectively, "IMS Services"); and

WHEREAS, Client desires to engage Provider to deliver certain IMS Services and Provider agrees to provide such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the scope, payment, confidentiality, security, and legal relationship between them with respect to the IMS Services.

SCOPE OF WORK

Provider shall perform the Services in accordance with accepted industry standards and any schedules or milestones set forth in the Scope of Work. Provider will appoint a project manager to coordinate performance and Client shall assign a single point of contact to facilitate approvals and data access.

PAYMENT TERMS

Any undisputed amount not paid by the due date shall accrue interest at the lesser of fifteen percent (15%) per annum or the maximum rate permitted by applicable law from the due date until paid, plus reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for 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 prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other related to business operations, technical data, trade secrets, customer lists, pricing, and any data processed within the IMS. The receiving party shall: (a) hold Confidential Information in strict confidence using no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its affiliates, employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without reference to the other party's Confidential Information. Upon termination, receiving party shall return or destroy Confidential Information as directed by the disclosing party, subject to retention where required by applicable law.

DATA SECURITY AND PRIVACY

Provider shall maintain administrative, physical, and technical safeguards appropriate to protect data processed or stored in connection with the Services. Provider shall promptly notify Client of any unauthorized access, use, or disclosure of Client data and shall cooperate in any investigation and remediation. Provider shall comply with applicable data protection laws with respect to the processing of personal data and shall process such data only on Client's documented instructions.

INTELLECTUAL PROPERTY

Each party shall retain all right, title and interest in and to its pre-existing intellectual property. Provider hereby grants Client a nonexclusive, nontransferable, revocable license to use Provider's deliverables solely for Client's internal business purposes, subject to full payment of fees. Client shall not reverse engineer, decompile, or create derivative works of Provider's software or systems.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or a party's indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the chosen jurisdiction unless the parties agree in writing to submit to the courts of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, statements of work, and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents that it has full power and authority to enter into this Agreement. Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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