Business Integration Support

BUSINESS INTEGRATION SUPPORT AGREEMENT

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

WHEREAS

WHEREAS, Client operates a business requiring systems, processes, and data integration between software, platforms and third-party services; and

WHEREAS, Provider has the technical expertise, personnel, and experience to perform business systems integration, data mapping, workflow configuration, and related project management services; and

WHEREAS, the parties desire to set forth the terms under which Provider will perform integration support services for Client.

SCOPE OF WORK

Provider shall perform the integration services described below. The scope shall include configuration, mapping, testing, deployment assistance and post-launch support as further specified. Any change to scope shall be governed by Section "Change Orders".

PAYMENT TERMS

As consideration for the Services, Client shall pay Provider the fees set forth below according to the invoicing and payment schedule. All amounts are stated in the currency specified and are exclusive of taxes unless otherwise stated.

If Client fails to pay undisputed amounts when due, Provider may suspend performance after providing written notice and an opportunity to cure as set forth in Section "Term and Termination." Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period specified above following written notice. Provider may also terminate for Client's insolvency, failure to pay undisputed amounts, or material failure to cooperate. Upon termination, Client will pay Provider for all Services performed and reasonable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial and other information disclosed by one party to the other in connection with this Agreement. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors and agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) 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.

Confidential Information does not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) was in the receiving party's possession without restriction prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information where required by law, regulation or court order, provided it gives prompt notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from claims, liabilities, losses, damages and reasonable costs (including attorneys' fees) arising from that party's negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATIONS OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its choice of law rules. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, either party may pursue remedies in courts of competent jurisdiction in the foregoing jurisdiction.

MISCELLANEOUS

Independent Contractor. Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Nothing in this Agreement grants any rights to either party except as expressly set forth herein.

Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations hereunder.

ENTIRE AGREEMENT

This Agreement, including all exhibits and any written change orders signed by both 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 written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices shall be deemed given upon personal delivery, upon confirmed delivery by nationally recognized overnight courier, or three (3) days after deposit in the mail, postage prepaid, certified or registered.

SIGNATURES

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