Business Information Management System Template

BUSINESS INFORMATION MANAGEMENT SYSTEM AGREEMENT

This Business Information Management System Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider develops, configures and implements business information management systems, including data models, workflows, user interfaces and hosting services; and

WHEREAS, Client requires a Business Information Management System (BIMS) to store, process and report Client business data and desires Provider to deliver, implement and maintain such system under the terms set forth herein; and

WHEREAS, the parties intend that this Agreement establish the parties' respective rights, responsibilities and remedies with respect to the development, implementation, support and use of the BIMS.

PARTIES' CONTACTS

SCOPE OF WORK

Provider shall design, supply, configure, implement and, where applicable, host the Business Information Management System described below. Provider will perform the work in accordance with the schedule and deliverables set out in this Section and any mutually executed change orders.

IMPLEMENTATION, TESTING, AND ACCEPTANCE

Provider shall implement the system in accordance with an agreed project plan. Client shall provide reasonable cooperation, timely access to Client personnel, data and environments, and complete acceptance testing within the acceptance period following delivery of each deliverable.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for Provider's performance. All fees are stated in the currency agreed by the parties and exclusive of applicable taxes unless otherwise specified.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period above after receiving written notice. Termination shall not relieve Client of payment obligations for services performed or for non-cancellable commitments incurred prior to termination.

Upon termination, Provider shall, at Client's election, return Client Data in a commonly used electronic format and/or securely delete Client Data within Data Return Period:

CONFIDENTIALITY

"Confidential Information" means non-public business, technical and financial information disclosed by one party to the other. Receiving party shall (a) use Confidential Information only for performance under this Agreement; (b) protect it with at least the same degree of care it uses to protect its own confidential information (not less than reasonable care); and (c) not disclose it to third parties except to those employees, contractors or affiliates who need access to perform this Agreement and who are bound by confidentiality obligations no less protective than this Agreement.

DATA SECURITY, BACKUPS AND DATA OWNERSHIP

Client retains all right, title and interest in Client Data. Provider will implement commercially reasonable administrative, physical and technical safeguards appropriate to the nature of the Client Data to protect against unauthorized access, use, disclosure, alteration or destruction. Provider shall perform backups at the Backup Frequency specified below and make commercially reasonable efforts to restore data in accordance with the disaster recovery obligations agreed by the parties.

WARRANTIES, LIMITATIONS AND REMEDIES

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

CHANGE ORDERS

Any change to scope, schedule or fees shall be documented in a written change order, signed by authorized representatives of both parties, describing the change, its impact on fees and timetable, and any amendments to acceptance criteria.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of . The parties shall attempt in good faith to resolve disputes through negotiation prior to commencing any formal legal action.

ENTIRE AGREEMENT

This Agreement, together with any schedules, appendices and signed change orders, 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 written or oral.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force. Neither party may assign this Agreement without the other'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.

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