Business Intranet Needs

BUSINESS INTRANET NEEDS AGREEMENT

This Business Intranet Needs Agreement (the Agreement) is made effective as of (Effective Date) by and between (Client) and (Provider).

WHEREAS

WHEREAS, Client requires a corporate intranet solution to centralize internal communications, document management, and employee collaboration for the entity identified above; and

WHEREAS, Provider represents that it has the skill, experience, and resources necessary to design, configure, and implement the intranet features described in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Provider will deliver the intranet solution and Client will compensate Provider.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider will perform the design, configuration, deployment, and initial training necessary to deliver the intranet described below. Core deliverables shall include but are not limited to: information architecture, content migration plan, document management configuration, user roles and permissions, single sign-on integration (if requested), search configuration, template pages, and end-user training materials. The parties agree that deliverables, milestones, and acceptance criteria are as set forth in this Scope of Work.

PAYMENT TERMS

In consideration for Provider's performance, Client shall pay Provider the fees set forth below. All amounts are in U.S. dollars and exclusive of taxes unless otherwise stated.

Provider may suspend work if Client fails to pay undisputed amounts within the payment period specified in the Payment Schedule. Client will reimburse Provider for reasonable collection costs and interest on overdue sums as set forth above.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days of receipt of written notice specifying the breach. Termination shall not relieve Client of liability for fees earned or costs incurred through the effective date of termination, including reasonable wind-down charges.

CONFIDENTIALITY

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees (i) to use Confidential Information solely to perform its obligations under this Agreement, (ii) to protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care, and (iii) not to disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which remain protected to the extent permitted by law.

DATA SECURITY & HOSTING

Provider will implement industry-standard technical and organizational measures to protect Client data against unauthorized access, disclosure, or loss. Provider's obligations under this Section are subject to Client's timely provision of necessary access credentials and cooperation. Provider shall notify Client without undue delay upon becoming aware of any security incident affecting Client data.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner in accordance with prevailing industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and communications. No amendment or waiver will be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be provided in writing to the contact information set forth above.

ACKNOWLEDGEMENT

The parties acknowledge that they have read this Agreement, understand its terms, and agree to be bound by it. The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of their respective parties.

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