Business Integration Description

BUSINESS INTEGRATION DESCRIPTION

This Business Integration Description (the "Description") is entered into as of by and between ("Client"), and ("Integrator"). The Client and Integrator may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client operates certain business systems, services, and data repositories that Client seeks to integrate with third-party systems, applications, and services (the "Client Systems");

WHEREAS, Integrator provides integration design, development, testing, deployment, and support services and has represented its expertise to Client; and

WHEREAS, the Parties desire to set forth the specific scope, responsibilities, deliverables, payment terms, and legal terms applicable to the integration engagement.

1. SCOPE OF WORK

Integrator will provide the integration services described below. The scope includes design, development, configuration, testing, deployment, and post-deployment support necessary to achieve the integration objectives. Specific deliverables, milestones, and acceptance criteria are described in this Section.

2. PAYMENT TERMS

Client shall pay Integrator for the services performed under this Description in accordance with the following terms.

Unless otherwise stated in the payment schedule, invoices are due within days of invoice date. Late payments shall accrue interest at a rate of percent per month, or the maximum rate permitted by law, whichever is lower.

3. TERM AND TERMINATION

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

Start Date:

End Date:

Either Party may terminate this Description for convenience upon days' prior written notice. Either Party may terminate immediately upon written notice if the other Party materially breaches this Description and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each Party shall maintain in strict confidence all Confidential Information disclosed by the other Party. "Confidential Information" includes non-public business, technical, financial, customer, and product information, but excludes information that: (a) is or becomes publicly available other than by a breach of this Description; (b) was rightfully in the receiving Party's possession prior to receipt; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall use Confidential Information solely for the purposes of performing under this Description, shall take reasonable measures to protect the confidentiality of such information, and shall limit disclosures to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination of this Description for years.

5. WARRANTIES; LIABILITY

Integrator represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS DESCRIPTION, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIABILITY OF EITHER PARTY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS DESCRIPTION SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS PAID OR PAYABLE TO INTEGRATOR UNDER THIS DESCRIPTION DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES.

6. DATA AND SECURITY

Integrator shall implement and maintain administrative, physical, and technical safeguards appropriate to the nature of Client Data to protect against unauthorized access, disclosure, alteration, or destruction. Integrator will notify Client without undue delay upon becoming aware of any security incident affecting Client Data and cooperate with Client in incident response and remediation.

7. GOVERNING LAW; DISPUTE RESOLUTION

This Description shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The Parties shall attempt in good faith to resolve disputes through senior executive negotiation prior to initiating arbitration or litigation.

8. ENTIRE AGREEMENT

This Description, together with any referenced statements of work and the Parties' underlying master services agreement (if any), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral. Any modification must be in writing and signed by authorized representatives of both Parties.

9. NOTICES

Notices under this Description shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate in writing.

Sign Now