Business Integration Services

BUSINESS INTEGRATION SERVICES AGREEMENT

This Business Integration Services Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client seeks to integrate business systems, data streams, and operational workflows to achieve interoperability, automation, and improved business reporting; and

WHEREAS, Service Provider represents that it has the professional experience, technical capabilities, and qualified personnel to perform business systems integration services as set forth herein; and

WHEREAS, Client desires to retain Service Provider and Service Provider agrees to provide such services on the terms and conditions contained in this Agreement.

SCOPE OF WORK

Service Provider shall provide integration services including but not limited to requirements analysis, system architecture design, data mapping and transformation, API integration, middleware configuration, testing, deployment, and knowledge transfer as described below. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the services performed as follows. All fees are exclusive of taxes unless otherwise stated. Payment shall be made in United States dollars unless the parties agree otherwise in writing.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for services rendered and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (i) is or becomes generally known to the public through no improper act of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to receipt from the Disclosing Party; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without the use of Confidential Information.

The Receiving Party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools, including software, templates, methodologies and know-how. Client shall own final deliverables specifically created for Client and paid in full, excluding any pre-existing materials of Service Provider. Service Provider hereby grants Client a non-exclusive, perpetual, worldwide license to use Service Provider's pre-existing materials to the extent incorporated into the deliverables solely for Client's internal business purposes.

WARRANTIES; DISCLAIMER

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. Client's sole remedy and Service Provider's sole liability for breach of the foregoing warranty shall be re-performance of the nonconforming services or, if Service Provider cannot reasonably cure, a refund of the fees paid for the deficient portion of services. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY; INDEMNIFICATION

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Client shall indemnify and hold harmless Service Provider and its officers, directors and employees from and against any losses, liabilities, damages and expenses arising from Client's breach of this Agreement, Client's misuse of deliverables, or Client's violation of applicable law. Service Provider shall indemnify Client to the extent a claim alleges that deliverables, as delivered to Client, infringe a third party's registered intellectual property, provided Service Provider is given prompt notice and sole control of defense and settlement.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by written notice). Notices shall be deemed given upon delivery in person, on the date of confirmed delivery by overnight courier, or three (3) days after deposit in the U.S. mail (certified mail, return receipt requested).

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The relationship of the parties is that of independent contractors. Nothing contained in this Agreement will be deemed to create any partnership, joint venture, agency, or employment relationship between the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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