Business Integration Requirements

BUSINESS INTEGRATION REQUIREMENTS

Client Name:   Integrator Name:

Project Title:   Effective Date:

RECITALS

WHEREAS, the Client operates business systems and data repositories that require technical and operational integration with third-party or internal applications to achieve stated business objectives; and

WHEREAS, the Integrator represents that it has the technical expertise, personnel and resources necessary to design, develop, test and deploy the integration described in this document in accordance with the terms and conditions set forth below; and

NOW, THEREFORE, the parties agree that the Integration work shall be performed according to the requirements, deliverables and legal terms set forth in this Business Integration Requirements document.

SCOPE OF WORK

TECHNICAL REQUIREMENTS

Protocols and APIs: The integration must use industry-standard APIs and transport protocols unless otherwise specified below. Required interface endpoints, payload schemas, authentication methods and error-handling behaviours must be documented by the Integrator and delivered as part of the final deliverables.

Optional security attestations (select all that apply):
TLS for in-transit encryption   Encryption at rest   Role-based access control   Audit logging and monitoring

PAYMENT TERMS

Total Fee:    Currency:

Invoicing and Payment: Integrator shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed amounts within of receipt of a proper invoice. All amounts are exclusive of applicable taxes unless otherwise agreed; tax liabilities are the responsibility of the party required to collect or remit such taxes under applicable law.

Late Payment: Overdue amounts shall accrue interest at or the maximum lawful rate if less. Client shall also reimburse reasonable collection expenses.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Integrator will deliver work in progress and reasonable documentation; Client will pay for all accepted work performed through the termination effective date. Provisions that by their nature survive termination, including confidentiality, payment of accrued amounts, indemnities and limitation of liability, shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this integration, including technical specifications, business processes, pricing, trade secrets and personal data.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations hereunder; (b) restrict access to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) implement reasonable administrative, technical and physical safeguards to protect Confidential Information.

Exclusions and Remedies: Confidential Information does not include information that is public, rightfully received without restriction, independently developed, or required to be disclosed by law (provided the disclosing party is given notice where permitted). Breach of confidentiality will cause irreparable harm and the non-breaching party may seek injunctive relief in addition to other remedies.

Confidentiality Period: The obligations set forth in this section shall remain in effect for years following termination or expiration of this document.

CHANGE CONTROL

ACCEPTANCE TEST PLAN

REPRESENTATIONS, WARRANTIES AND LIABILITY

Each party represents that it has the corporate power and authority to enter into this document. Integrator warrants that the services and deliverables will materially conform to the specifications set forth in the Scope of Work for a period of days after acceptance. Exclusive remedies shall be limited to correction of nonconforming services or, if correction is not commercially practicable, a refund of fees paid for the affected deliverable.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of intellectual property representations; such indemnification is subject to notification and cooperation requirements specified in this document.

Limitation of Liability: Except for liability for indemnification obligations, a party's willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of either party for claims arising from this document shall not exceed the total amount paid by Client to Integrator under this document in the twelve (12) months preceding the claim.

GOVERNING LAW

This document shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising hereunder.

ENTIRE AGREEMENT

This document, together with any attachments or appendices 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 oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

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