Business Interface Customization

BUSINESS INTERFACE CUSTOMIZATION AGREEMENT

This Business Interface Customization Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates one or more business software interfaces and seeks customization, integration, and configuration services to adapt those interfaces to Client's business processes and technical requirements; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel, and resources to perform customization services, deliverables, and related professional services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Deliverables shall include the customized interface components, configuration scripts, documentation of changes, and any integration adapters expressly listed in the Description of Services. Service Provider shall perform the work in a professional and workmanlike manner consistent with industry standards and the specifications set forth in the scope_of_work.

2. Payment Terms

Deposit: Client shall pay an initial non-refundable deposit of upon execution of this Agreement. Remaining amounts shall be due in accordance with the Payment Schedule.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

3. Term and Termination

Term Commencement Date: . Termination Date/Expiration:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Client may terminate for convenience upon days' prior written notice; in such event Client shall pay for all work performed and non-cancellable commitments made through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, including business processes, technical designs, source code, trade secrets, pricing, customer information, and any other proprietary data disclosed in connection with this Agreement. Receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform obligations under this Agreement; and (c) restrict disclosure to those employees, contractors, or advisors with a need to know who are bound by nondisclosure obligations no less protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they remain trade secrets. The obligations do not apply to information that is: independently developed by the recipient without use of the disclosing party's Confidential Information; already known by the recipient at the time of disclosure; or becomes publicly available through no fault of the recipient. Disclosure required by law or court order is permitted only after the recipient provides prompt notice and cooperates with reasonable protective measures.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing tools, libraries, and general skills, including underlying frameworks and templates. Client shall receive a perpetual, non-exclusive, transferable license to the final deliverables as necessary to use the customized interface within Client's business. Any third-party components will be governed by their respective licenses and disclosed to Client prior to delivery.

6. Warranties; Limitation of Liability

Service Provider warrants that the services will be performed materially in accordance with the Scope of Work and with reasonable skill and care. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY RESULTING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

7. Change Orders

Any modification to the Scope of Work, schedule, or fees shall be made only by a written change order signed by authorized representatives of both parties. Change orders shall specify the scope change, any adjustment to fees or schedule, and any additional deliverables or acceptance criteria.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the state and federal courts located in the governing jurisdiction.

9. Entire Agreement; Miscellaneous

This Agreement, including all attachments and any executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or as part of a sale of substantially all assets. The parties are independent contractors and nothing herein creates an employment, partnership, joint venture, or agency relationship.

10. Notices

Notices under this Agreement shall be in writing and delivered to the addresses provided above, or to such other address as a party may designate in writing. Notice shall be effective upon receipt.

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