Business Information System

BUSINESS INFORMATION SYSTEM AGREEMENT

Parties

This Agreement is entered into between:

Recitals

WHEREAS, Provider designs, implements and maintains business information systems, including software, integrations, data processing and support services; and

WHEREAS, Client requires the provision of a business information system described herein for the management of its operations and has engaged Provider to perform such services under the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the design, delivery, acceptance, payment and confidentiality of the information system deliverables.

Scope of Work

Provider shall perform and deliver the services, system components, documentation, integrations and training described below. Provider will provide project management, configuration, testing, implementation and post‑implementation support as required to achieve the agreed deliverables.

Payment Terms

In consideration for the services and deliverables described in this Agreement, Client shall pay Provider the fees and expenses set forth below in accordance with the invoicing and payment schedule.

Overdue amounts shall bear interest at the lesser of (i) the maximum rate permitted by applicable law, or (ii) on the unpaid balance, calculated monthly from the due date until paid in full.

Term and Termination

This Agreement commences on the Start Date set forth below and, unless earlier terminated in accordance with this Section, continues until the End Date set forth below or until completion and final acceptance of all deliverables.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Termination for material breach shall be permitted if the breaching party fails to cure within thirty (30) days of receipt of written notice.

Confidentiality

Each party shall protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. "Confidential Information" means non‑public business, technical and financial information disclosed in any form. Confidential Information does not include information that is (a) generally known to the public other than by breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed without use of the other's Confidential Information, or (d) required to be disclosed by law or valid order of a court or regulator.

The receiving party shall use Confidential Information solely for the purposes of performing obligations under this Agreement and shall not disclose such information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Intellectual Property & Licenses

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's preexisting materials, tools, frameworks and software ("Provider Materials"). Upon final payment, Client is granted a non‑exclusive, non‑transferable license to use the delivered system and documentation for Client's internal business operations subject to any restrictions expressly set forth in this Agreement. Custom source code deliverables shall be governed by separate terms if specified in the Scope of Work.

Indemnification & Limitation of Liability

Each party shall indemnify and defend the other against third‑party claims arising from its gross negligence or willful misconduct. Except for liability arising from a party's breach of confidentiality or indemnification obligations, neither party shall be liable for incidental, consequential, punitive or special damages. Provider's aggregate liability for any claim arising 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

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflicts of law principles.

Entire Agreement

This Agreement, including all exhibits, statements of work and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, understandings and representations. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

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 prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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