Business Integration Statement

BUSINESS INTEGRATION STATEMENT

This Business Integration Statement ("Statement") is entered into as of Effective Date: by and between the following parties:

Party A

Party B

Recitals

WHEREAS, Party A conducts business in its field and maintains certain systems, software, data, and operational processes that are necessary for the combined operations described in this Statement; and

WHEREAS, Party B has complementary technology, personnel, and services and the parties intend to integrate specified systems, data flows, and business processes to achieve stated commercial objectives and efficiencies; and

WHEREAS, the parties desire to set forth the scope, responsibilities, payment terms, confidentiality and other material terms governing the integration of the parties' businesses as set forth below.

Scope of Work

The parties agree that the integration activities will include, at minimum, the tasks described in the space below. The description must include deliverables, responsibilities by party, acceptance criteria, and any dependencies or third-party services.

Integration Schedule

Anticipated Start Date:   Anticipated Completion Date:

Payment Terms

In consideration of the integration services described above, the Client (the paying party) will pay the Provider (the performing party) as follows:

Invoices shall be issued in accordance with the payment schedule above and are due Net days from invoice date. Overdue amounts shall accrue interest at a rate of per month (or the maximum permitted by law), plus reasonable collection costs.

Term and Termination

Term: This Statement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Statement for convenience upon providing the other party with written notice not less than days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Statement and fails to cure the breach within thirty (30) days after receiving written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with the integration, including business plans, customer information, technical specifications, software, source code, pricing and trade secrets ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Statement and shall protect such information with at least the same degree of care it uses for its own confidential information but no less than a reasonable degree of care.

Exceptions: Confidential Information does not include information that (i) is or becomes public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is independently developed without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or binding order, provided that the Receiving Party gives prompt notice to the Disclosing Party and limits disclosure to the extent permitted.

Duration: Confidentiality obligations shall continue for a period of years following termination or expiration of this Statement, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

Data Security and Compliance

Each party will implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the shared data and in accordance with applicable data protection laws. The parties shall cooperate to address security incidents, to notify affected parties as required, and to remediate vulnerabilities arising from the integration.

Liability, Indemnification and Insurance

Except for willful misconduct or gross negligence, the parties' aggregate liability arising from or relating to this Statement shall be limited to direct damages not to exceed the total integration fees paid under this Statement in the twelve (12) months preceding the claim. Each party shall indemnify and hold harmless the other party from third-party claims arising from its breach of representations, negligence, or willful misconduct. Each party shall maintain commercially reasonable insurance coverage appropriate to the activities contemplated hereunder.

Governing Law

This Statement 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 jurisdiction for disputes arising under this Statement.

Entire Agreement; Amendment

This Statement, together with any exhibits or schedules 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. Any amendment or waiver must be in writing and signed by duly authorized representatives of both parties.

Execution

The parties represent and warrant that they have the authority to enter into this Statement and to perform their obligations hereunder. This Statement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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