Business IT Solutions Form

BUSINESS IT SOLUTIONS AGREEMENT

This Business IT Solutions Agreement (the "Agreement") is made effective as of Effective Date: by and between Client Name: with principal address at (hereinafter "Client"), and Provider Name: with principal address at (hereinafter "Provider").

WHEREAS

WHEREAS, Provider is engaged in the business of supplying information technology services, including but not limited to systems integration, managed services, cloud migration, cybersecurity and related consulting; and

WHEREAS, Client desires to retain Provider to perform the services set forth in this Agreement and Provider is willing to provide such services under the terms and conditions contained 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 and deliver the deliverables described in the Scope of Work below (the "Services"). The Scope of Work shall include a description of tasks, milestones, acceptance criteria and any specific performance standards to be met.

2. Payment Terms

In consideration for Provider's performance of the Services, Client shall pay Provider the fees set forth below in accordance with the schedule established in this Section. All fees are exclusive of applicable taxes and duties unless otherwise stated.

Provider may suspend performance if payments are past due beyond the payment terms provided above, provided Provider gives Client at least days' prior written notice. Client remains liable for fees and costs incurred during suspension.

3. Term; Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above after receipt of written notice specifying the breach. Termination for cause is without prejudice to remedies that accrue prior to termination. Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made in connection with the Services.

4. Confidentiality

Each party (a "Recipient") shall keep confidential and shall not use, disclose or permit the disclosure of any Confidential Information of the other party (the "Discloser") except as required to perform obligations under this Agreement. "Confidential Information" includes non-public business, technical, financial and other information, and any trade secrets disclosed in any form.

Recipient's obligations do not extend to information that (a) is or becomes generally known to the public through no fault of Recipient; (b) was known to Recipient at the time of disclosure as shown by Recipient's written records; (c) is rightfully received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Upon written request, Recipient shall return or destroy Confidential Information and certify such action.

5. Intellectual Property

All pre-existing intellectual property and tools of each party shall remain the sole property of that party ("Background IP"). Provider grants Client a non-exclusive, non-transferable license to use any Provider Background IP embodied in Deliverables solely for Client's internal business purposes, subject to payment in full. Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in the specific Deliverables created specifically for Client under this Agreement, subject to Provider's retained right to use general know-how and techniques.

6. Indemnification; Limitation of Liability

Each party shall indemnify and hold the other harmless from third-party claims arising from its gross negligence, willful misconduct or breach of its representations, provided prompt notice and reasonable cooperation are given. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. Representations and Warranties

Each party represents that it has the authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

9. Entire Agreement

This Agreement, including any attached Scope of Work and Purchase Orders expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

10. Notices and Contacts

11. Additional Provisions

Force Majeure: Neither party shall be liable for delays or failures to perform caused by events beyond its reasonable control, provided the affected party notifies the other promptly and takes commercially reasonable steps to resume performance.

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