Business ITA Template

Business ITA Template

This Business Implementation and Technology Agreement ("Agreement") is entered into effective as of by and between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client requires implementation, integration, customization, and ongoing support for certain information technology systems and related business processes; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the services described in this Agreement and is willing to provide such services to Client on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the implementation, technology integration, and related professional services to be performed by Service Provider.

Scope of Work

Service Provider shall perform the services described below and any agreed deliverables, milestones, and acceptance criteria. The parties acknowledge that changes to the Scope of Work shall be governed by the Change Control procedure set forth in this Agreement.

Payment Terms

Client shall pay Service Provider for the services and deliverables in accordance with the following schedule and amounts.

Term and Termination

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this Agreement, will continue until the End Date below or until the services are completed and accepted.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Upon termination, Client shall pay Service Provider for all services performed and reasonable costs incurred through the effective date of termination in accordance with this Agreement.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" includes non-public business, technical, financial, strategic, and customer information disclosed in any form. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound to confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information. Upon termination or at disclosing party's request, receiving party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants to Client a perpetual, non-exclusive, worldwide license to use, reproduce and modify deliverables delivered under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing materials, tools, methodologies, and intellectual property. Any third-party software or open-source components incorporated in deliverables shall be subject to their respective licenses and disclosed to Client. The parties shall document and agree any assignment of inventions or custom-developed software in a separate written exhibit if required.

Representations, Warranties and Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes, except as otherwise agreed in writing.

Notices

All notices, requests and other communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

Change Control

Any changes to the Scope of Work, schedule, or pricing shall be documented in a written change order signed by authorized representatives of both parties. No oral modifications shall be binding.

Entire Agreement

This Agreement, including all exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed to give effect to the intent of the parties as reflected herein.

Execution

The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date set forth above.

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