Business Integration Information

Business Integration Information and Services Agreement

Client Name:   Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client requires the integration of business systems, data flows, and application interfaces to support operational processes and improve interoperability; and

WHEREAS, Service Provider has represented that it possesses the technical capability, personnel, and appropriate security controls to perform the integration services described in this Agreement; and

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

Scope of Work

The Service Provider shall perform the integration services described below. The scope includes system analysis, design of data mappings, API configuration, development of connectors, testing, deployment, and knowledge transfer to Client personnel. Specific tasks, deliverables, and acceptance criteria are set forth in the Scope of Work field.

Integration Details

Roles & Responsibilities

Project Schedule & Milestones

Milestone 1:   Target Date:

Milestone 2:   Target Date:

Milestone 3:   Target Date:

Payment Terms

Total Fee:

Invoice Payment Terms: Net days from invoice date.

Late Fee: % per month on overdue amounts, compounded monthly, plus all costs of collection including reasonable attorneys’ fees.

Acceptance & Testing

Client shall have days from delivery of each deliverable to perform acceptance testing and to provide written notice of rejection specifying nonconformities.

Data Security & Confidentiality

Confidential Information means all non-public information exchanged between the parties in connection with this Agreement, including business, technical, customer, and personal data. Each party shall: (a) restrict disclosure to employees and contractors with a need to know; (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) use Confidential Information solely to perform its obligations under this Agreement.

Encryption required for data in transit and at rest: Yes

Intellectual Property

Pre-existing intellectual property of each party remains that party’s sole property. Except as expressly provided herein, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client’s internal business purposes. Any new software or integration components developed specifically for Client will be owned by subject to any license back to Service Provider as set forth in writing.

Liability & Indemnification

Term & Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Upon termination, Service Provider shall deliver all work-in-progress and reasonable assistance for orderly transition; Client shall pay for all work performed through the effective date of termination.

Compliance & Regulatory

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state identified below under Governing Law, without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement.

Entire Agreement: This Agreement, including any attachments and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Administrative Information

Entity Type

Client Entity Type: Corporation LLC Sole Proprietorship Partnership Other

Provider Entity Type: Corporation LLC Sole Proprietorship Partnership Other

Miscellaneous Provisions

Notices shall be given in writing to the contacts identified above. If any provision of this Agreement is found invalid or unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets provided that the assignee assumes all obligations under this Agreement.

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