Business Integration Process

Business Integration Process

This Business Integration Process Agreement (the "Agreement") is entered into as of by and between Client Name: and Integrator Name: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Client operates business processes and systems that require technical and operational integration to achieve streamlined workflows, data integrity, and interoperability across systems; and

WHEREAS, Integrator possesses experience, personnel, and methodologies for performing system integration, data migration, configuration, and process alignment; and

WHEREAS, the Parties desire to set forth the terms by which Integrator will perform the defined integration work, the acceptance criteria, payment terms, confidentiality protections, and other material obligations.

SCOPE OF WORK

Integrator shall provide services necessary to integrate Client systems, which may include technical configuration, data mapping and migration, API development and testing, process redesign, user acceptance support, and go-live assistance. The specific tasks, deliverables, assumptions, and exclusions are described below and will govern the work unless modified by a written change order executed by both Parties.

PAYMENT TERMS

Client shall pay Integrator for all services performed under this Agreement in accordance with the fees, schedule, and invoicing procedures set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Any undisputed invoice not paid within days of the invoice date shall accrue interest at a rate of on the overdue balance, or the maximum rate permitted by law, whichever is lower. Client shall reimburse Integrator for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

Reimbursable, pre-approved out-of-pocket expenses: If checked, reimbursable expenses will be invoiced monthly and supported by receipts; reimbursed expenses will not include Integrator internal overhead unless expressly stated in the Payment Schedule.

TERM AND TERMINATION

This Agreement 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 Agreement for material breach by the other Party, provided that the terminating Party first delivers written notice specifying the breach and the breaching Party fails to cure the breach within days after receipt of such notice. Either Party may terminate for convenience with days' prior written notice; in such event Client shall pay Integrator for services performed and irrevocable commitments made through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one Party to the other 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. Each Party shall (i) protect Confidential Information of the other Party with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, was in the receiving Party's lawful possession prior to disclosure, or was lawfully received from a third party without restriction.

INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in a written Exhibit, Integrator retains ownership of pre-existing tools, software, methodologies, and know-how used in performing the services. Deliverables specifically developed for Client under this Agreement shall be owned by Client upon full payment, subject to Integrator's ownership of any underlying pre-existing materials and third-party components. Each Party retains ownership of its pre-existing intellectual property. Client grants Integrator a limited, revocable license to access Client data solely to perform the services. Integrator shall implement commercially reasonable administrative, physical, and technical safeguards to protect Client data against unauthorized access, use, or disclosure.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for each Party's indemnification obligations and breaches of confidentiality or willful misconduct, neither Party shall be liable to the other for consequential, incidental, special, or punitive damages, even if advised of the possibility of such damages. Each Party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total amount paid by Client to Integrator under this Agreement during the twelve (12) month period preceding the claim. Integrator shall defend and indemnify Client from third-party claims alleging Integrator's gross negligence or willful misconduct in performing the services. Client shall indemnify Integrator from claims arising from Client-provided data, misuse of deliverables, or Client's breach of this Agreement.

CHANGE CONTROL

Material changes to the Scope of Work, schedule, or fees shall be made only by written change order signed by authorized representatives of both Parties. Change orders shall define the scope of the change, any schedule impacts, and the associated fees or credits.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of law principles. The Parties shall first attempt in good faith to resolve disputes through negotiation between senior executives. If unresolved, disputes shall be submitted to binding arbitration in the designated state, and judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or change orders signed by the Parties, constitutes the complete and exclusive statement of the Agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous proposals, representations, warranties, understandings, and agreements, whether written or oral. Any amendments 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 shall be delivered to the addresses specified below or to such other address as a Party may designate by notice. Notices are effective upon receipt.

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