Business ITA CN Document

Business ITA CN Document

Parties and Contract Details

Agreement Date:   Contract Number:

Recitals

WHEREAS, Client engages Service Provider to perform information technology services and related deliverables as described in this Agreement and any attached Change Notices; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform such services in a professional manner consistent with industry standards; and

WHEREAS, this Business ITA CN Document sets forth the additional terms, the scope of work, payment, and the process for any Change Notices affecting the base agreement between the parties.

Scope of Work

Acceptance Criteria:

Payment Terms

Total Contract Amount:

Invoicing Frequency:   Payment Due (days):

Late Fee: If any undisputed invoice is not paid within the Payment Due period, interest shall accrue at % per month (or the maximum lawful rate if lower) from the due date until paid in full. Late fees apply to outstanding principal only.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the termination date. Termination for cause may occur immediately upon written notice if the non‑breaching party reasonably determines that the other party has materially breached this Agreement and such breach remains uncured for thirty (30) days after written notice specifying the breach.

Confidentiality

Each party (Receiving Party) agrees to keep confidential and not disclose to any third party the Confidential Information of the other party (Disclosing Party), except as expressly permitted herein. "Confidential Information" means nonpublic business, technical, and financial information disclosed in connection with this Agreement, whether oral, written, electronic or otherwise, 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.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Exclusions: Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Remedies: The parties acknowledge that breach of this Confidentiality clause may cause irreparable harm for which monetary damages may be inadequate and that, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to enforce these obligations.

Change Notice Procedure

Proposed changes to the Scope of Work shall be submitted in a written Change Notice specifying the change, the effect on schedule and fees, and the Change Notice Effective Date: .

No Change Notice shall be effective until signed by authorized representatives of both parties. If the parties cannot agree on terms for a proposed change within days after submission, either party may terminate the impacted portion of the work without liability for the other party's unagreed change.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in for resolution of disputes.

Notices

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that performance will not violate any agreement with a third party.

Limitation of Liability

Except for liability arising from breach of Confidentiality, willful misconduct, or gross negligence, neither party's aggregate liability for any claim arising out of or related to this Agreement shall exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement

This Agreement, including any executed Change Notices and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

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