Business IT Solution

BUSINESS IT SOLUTION AGREEMENT

This Business IT Solution Agreement (the Agreement) is entered into as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client requires information technology services, including but not limited to system design, implementation, maintenance, and support, to support its business operations; and

WHEREAS, Provider represents that it has the experience, personnel, and technical resources necessary to provide the Services described in this Agreement and is willing to provide such Services to Client under the terms and conditions set forth herein.

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

1. SCOPE OF WORK

Provider shall perform the Services set forth below and in any Statement of Work executed under this Agreement. Provider will deliver the deliverables, milestones, and acceptance criteria described in the Scope of Work.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay Provider the fees set forth below. All fees are exclusive of taxes unless otherwise stated.

Late payments shall incur interest at a rate of % per month or the maximum rate permitted by law, whichever is lower, on any unpaid balance after days following the invoice due date.

3. TERM AND TERMINATION

This Agreement begins on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within 30 days after receiving written notice specifying the breach.

4. CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence all non-public information disclosed by the other party (Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information includes, without limitation, business plans, software, system designs, trade secrets, customer data, and pricing.

The Receiving Party shall (a) use the Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) not disclose Confidential Information to any third party except as required by law. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, or that was lawfully in the Receiving Party's possession prior to disclosure.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written Statement of Work, Provider assigns to Client all right, title, and interest in and to works created specifically for Client under this Agreement (Deliverables). Provider retains ownership of Provider's pre-existing materials, tools, libraries, methodologies, and know-how (Provider Background Technology). To the extent Provider Background Technology is embedded in Deliverables, Provider grants Client a non-exclusive, perpetual, worldwide license to use such Background Technology solely as incorporated in the Deliverables.

6. WARRANTIES; LIMITATIONS OF LIABILITY; INDEMNITY

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Provider's sole obligation and Client's exclusive remedy shall be re-performance of the deficient Services or, if Provider cannot substantially correct the deficiency within a reasonable time, a refund of the fees attributable to the deficient Services.

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of its obligations under this Agreement; provided that the indemnified party provides prompt written notice of any claim and cooperates reasonably in the defense and settlement of such claim.

7. CONFIRMATION OF CONTACTS

8. GOVERNING LAW; MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Any action to enforce this Agreement shall be brought exclusively in the courts of that state or federal courts located within that state.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any provision will be effective unless in writing and signed by the waiving party.

9. ENTIRE AGREEMENT

This Agreement, together with any Statements of Work, exhibits, or attachments 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, whether written or oral.

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