Business Input Alerts

BUSINESS INPUT ALERTS

This Business Input Alerts Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: ("Provider") and Client Name: ("Client").

WHEREAS

WHEREAS, Provider maintains systems, procedures and personnel to generate and deliver automated business input alerts that notify Client of specified data inputs, thresholds, or operational events;

WHEREAS, Client requires timely, authenticated input alerts to support operational decisions and risk management in Client's business activities; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver Business Input Alerts to Client, including scope, payment, confidentiality and termination provisions.

SCOPE OF WORK

Provider shall deliver alerts that include the following minimum elements: (a) alert identifier and timestamp; (b) source system reference and input data summary; (c) severity level; and (d) recommended action or status. Alert formats, delivery channels and authentication methods shall be as set out in the Scope of Work above.

ALERT DELIVERY & NOTIFICATION SETTINGS

Email SMS/Text API Push

Provider will classify alerts as Critical, High, Medium or Low. Critical alerts require acknowledgment within and escalation per the escalation procedure set forth in the Scope of Work.

PAYMENT TERMS

Payment shall be due:

Unpaid amounts shall accrue interest at on the outstanding balance, and Provider may suspend alert delivery after days' written notice.

TERM AND TERMINATION

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

Either party may terminate for convenience upon days' prior written notice. For material breach, the non-breaching party may terminate if the breach is not cured within days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including alert contents, thresholds, configurations, recipient lists and any business processes. The receiving party shall (a) use Confidential Information only for performance under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or auditors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no breach by the receiving party; (ii) was rightfully in the receiving party's possession without obligation of confidentiality prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek protective measures.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality, each party's aggregate liability for all claims arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim. In no event shall either party be liable for incidental, consequential, punitive or special damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that state for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any appendices executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or waiver shall be effective unless in a writing signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by commercial overnight courier, to the notice addresses provided above or such other address as a party may designate in writing.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates any partnership, joint venture, agency or employment relationship. Neither party may assign its rights or obligations without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all of its assets.

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