Business Integrator Document

BUSINESS INTEGRATOR AGREEMENT

This Business Integrator Agreement (the "Agreement") is entered into as of by and between Integrator Name: and Client Name: .

Recitals

WHEREAS, Integrator provides systems integration, software configuration, data migration and related professional services to align disparate business systems into a unified operational environment; and

WHEREAS, Client desires to retain Integrator to perform integration services described in this Agreement and Integrator is willing to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Parties and Contact Information

Individual Corporation LLC Other

Individual Corporation LLC Other

Scope of Work

Integrator shall perform the integration services described below. Integrator will deliver the services in accordance with agreed milestones, deliverables and acceptance criteria set forth in this Section and any appended statements of work.

Payment Terms

Client shall pay Integrator the fees set forth below in consideration of Integrator's performance of the Scope of Work. All fees are exclusive of taxes unless otherwise stated.

Unpaid amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Late fee percentage:

Term and Termination

This Agreement commences on the Start Date and continues until completion of the Scope of Work or termination as provided below.

Start Date:   End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination for insolvency or cessation of business shall be effective immediately upon written notice.

Confidentiality

Each party acknowledges that it will receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees and contractors who need-to-know and who are bound by confidentiality obligations at least as protective as this Agreement; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets for which obligations shall continue as long as such information remains a trade secret under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Client shall own the final deliverables specifically developed for Client under this Agreement upon full payment. Integrator shall retain ownership of its pre-existing materials, tools, know-how, and general methodologies. Integrator grants Client a non-exclusive, non-transferable license to any Integrator-owned components incorporated into deliverables solely for Client's internal business use.

Representations, Warranties and Limitations

Each party represents that it has the full right and authority to enter into this Agreement. Integrator warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for the period of ninety (90) days following delivery. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO INTEGRATOR UNDER THIS AGREEMENT, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the governing law state, unless otherwise agreed in writing.

Notices

All notices required under this Agreement shall be sent to the addresses below and are effective upon receipt.

Entire Agreement

This Agreement, including all statements of work, schedules and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous communications, representations and agreements, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Survival

The provisions that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to confidentiality, indemnification, payment obligations, ownership and limitation of liability.

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