Business Integration Document

BUSINESS INTEGRATION DOCUMENT

This Business Integration Document (the "Agreement") is entered into by and between:

Client Name:    Integrator Name:

WHEREAS

WHEREAS, Client operates a business requiring systems, processes, or software to be integrated into one or more target environments to enable interoperability, data exchange, or business process automation (the "Integration");

WHEREAS, Integrator represents that it has the skill, personnel, and technical resources necessary to plan, implement, test, and deploy the Integration in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, fees, schedule, confidentiality obligations, and other terms governing the Integration.

SCOPE OF WORK

Integrator shall perform the integration tasks and deliverables described below. Integrator shall provide planning, configuration, development, testing, deployment, and post-deployment support as necessary to achieve the Integration objectives set forth by the parties.

PAYMENT TERMS

Late payments shall accrue interest and fees as follows:

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth below following receipt of written notice specifying the breach.

Upon termination, Client shall pay Integrator for all work performed and reasonable, documented costs incurred through the effective date of termination. Each party shall return or destroy Confidential Information of the other as required by this Agreement.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party 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 includes, without limitation, trade secrets, business plans, customer lists, pricing, and technical data.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) restrict disclosure of Confidential Information to its personnel and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was in the receiving party's possession prior to receipt as shown by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or other internationally recognized courier.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or related to this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits, or statements of work 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 amendment must be in writing and signed by authorized representatives of both parties.

SIGNATURES

The parties have executed this Agreement as of the dates set forth below.

Sign Now