Business ITP Document

BUSINESS ITP DOCUMENT

Parties and Project

Recitals

WHEREAS, Client Name: desires to engage Service Provider to perform the services and deliverables described herein; and

WHEREAS, Service Provider Name: represents that it has the necessary experience, personnel and resources to perform the Information Technology Project (ITP) work required by Client on the terms set forth in this agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the Project beginning on Effective Date: .

Scope of Work

Service Provider shall perform the services and deliverables for the Project in accordance with the following scope. The scope may include analysis, design, development, testing, implementation, documentation and training as applicable. All work shall conform to professional industry standards and the milestones set forth below.

Payment Terms

Client shall pay Service Provider for the services and deliverables described in the Scope of Work in accordance with the amounts and schedule below. All amounts are payable in the currency agreed by the Parties and are exclusive of taxes unless otherwise required by law.

Invoices shall be submitted by Service Provider and deemed due and payable within thirty (30) days of receipt unless otherwise agreed in writing. If Client disputes an invoiced amount in good faith, Client shall promptly notify Service Provider and pay any undisputed portion in accordance with this Agreement.

Term and Termination

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered no fewer than days prior to the effective date of termination. Either Party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice of breach.

Upon termination for any reason, Service Provider shall deliver to Client all work in progress and any Client data or materials in Service Provider's possession, and Client shall pay Service Provider for all work performed through the effective date of termination plus reasonable, documented wind-down costs.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party (the Discloser) to the other Party (the Recipient) 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, including business plans, technical designs, source code, trade secrets, customer lists and pricing.

The Recipient shall (a) protect Confidential Information of the Discloser with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors and affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was in the Recipient's possession prior to disclosure as demonstrated by written records; or (iv) is independently developed without use of the Discloser's Confidential Information. The Recipient may disclose Confidential Information to the extent required by law, provided the Recipient gives the Discloser prompt written notice and cooperates in seeking protective measures.

Upon expiration or termination of this Agreement, or upon written request by the Discloser, the Recipient shall promptly return or destroy (at Discloser's election) all tangible embodiments of Confidential Information and certify in writing to the Discloser that it has complied with this obligation.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below without regard to principles of conflict of laws. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

Miscellaneous Provisions

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both Parties.

Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Parties. Neither Party shall have authority to bind the other except as expressly set forth in this Agreement.

Remedies: Each Party acknowledges that a breach of the confidentiality or intellectual property provisions may cause irreparable harm for which monetary damages may be inadequate and agrees that the non-breaching Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.

Representations and Warranties

Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the execution and performance of this Agreement will not violate any applicable law or agreement to which it is subject.

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO OTHER WARRANTIES ARE MADE, EXPRESS OR IMPLIED.

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