Business Information Systems Template

BUSINESS INFORMATION SYSTEMS AGREEMENT

Parties and Effective Date

This Business Information Systems Agreement (the Agreement) is entered into as of , (Effective Date) by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires design, implementation, integration and ongoing support of business information systems to manage business operations, data processing and reporting; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel, and resources necessary to perform the services described herein in accordance with accepted industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Contact and Billing Information

Scope of Work

Service Provider shall perform the services described below and deliver the deliverables set forth in the schedule. Services include but are not limited to system analysis, design, implementation, integration with existing systems, user training, testing, and support. Specific tasks, milestones and acceptance criteria are as follows:

Payment Terms

Client shall pay Service Provider the compensation described below in exchange for the services and deliverables specified in this Agreement. All amounts are stated in U.S. dollars unless otherwise noted.

Late payments shall accrue interest as set forth below.

Term; Termination

The term of this Agreement shall commence on the Start Date and shall continue through the End Date unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured after the expiration of the notice period set forth above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the Recipient) shall hold in confidence all non-public information received from the other party (the Discloser) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall use Confidential Information solely for the performance of this Agreement and shall not disclose it to any third party except as expressly permitted herein.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed by Recipient without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information to its employees and contractors on a need-to-know basis provided they are subject to confidentiality obligations no less protective than those herein.

Intellectual Property

Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing intellectual property and tools. For work product created specifically for Client under this Agreement, the parties agree as follows:

Parties may elect assignment of deliverable rights to Client or a license from Provider; selection and any conditions must be set forth in writing and appended to this Agreement.

Data Security and Privacy

Service Provider shall implement and maintain commercially reasonable administrative, technical and physical safeguards appropriate to the sensitivity of Client data processed under this Agreement. Service Provider shall promptly notify Client of any unauthorized access to or use of Client data and shall cooperate in incident response and remediation.

Warranties and Limitations of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY SHALL NOT EXCEED THE LIMITATION SPECIFIED ABOVE.

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 law principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to initiating formal proceedings.

Amendment; Entire Agreement

This Agreement, including all schedules and appendices hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the other party’s prior written consent except to a successor in interest in connection with a merger or sale of substantially all assets. Notices shall be in writing and delivered to the contact information provided above.

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