Business Integration Contract

BUSINESS INTEGRATION CONTRACT

This Business Integration Contract (the "Agreement") is entered into between:

Integrator:    Address:

Client:    Address:

RECITALS

WHEREAS, Integrator is engaged in providing systems integration, software configuration, data migration, and related professional services; and

WHEREAS, Client desires to engage Integrator to perform certain integration services to combine Client systems, applications, and data in accordance with the terms set forth in this Agreement;

WHEREAS, the parties intend for this Agreement to define the scope, pricing, schedule, confidentiality obligations, and other terms governing the integration engagement.

SCOPE OF WORK

Deliverables and acceptance criteria will be documented in writing by the parties and incorporated into this Agreement by reference. Integrator will perform the services in a professional manner consistent with industry standards and shall use personnel with requisite skills and experience.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Integrator within days of invoice. Invoices will itemize services performed and expenses incurred.

Client may request reasonable verification of work completed prior to payment. Failure to pay undisputed amounts when due shall be a material breach permitting suspension of services after ten (10) days' written notice.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client will pay Integrator for all services performed and reasonable, noncancelable commitments made prior to the effective date of termination. Sections concerning confidentiality, indemnification, limitation of liability, payment of undisputed amounts, and governing law shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, software, source code, customer data, and pricing.

The Receiving Party shall (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to employees, contractors, and advisors who need to know and who are bound by confidentiality obligations no less restrictive than this Agreement; and (c) protect Confidential Information 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 does not include information that: (i) is or becomes publicly known without breach of this Agreement by the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is received from a third party without restriction and without breach of obligation; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in a written statement of work, Integrator retains ownership of methodologies, tools, templates, and pre-existing intellectual property used in performing the services. Client shall own deliverables specifically developed for Client and paid for under this Agreement, subject to Integrator's ownership of pre-existing components and third-party software. Integrator grants Client a non-exclusive, non-transferable license to use Integrator-owned deliverables for Client's internal business purposes.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other from third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct or breach of confidentiality, each party's aggregate liability for all claims shall be limited to the fees paid or payable by Client to Integrator under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles. The parties submit to the exclusive or non-exclusive jurisdiction as agreed below:

ENTIRE AGREEMENT

This Agreement, together with any statements of work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices are effective upon receipt.

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