Business Layer Document

BUSINESS LAYER AGREEMENT

This Business Layer Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client requires the design, implementation, integration and ongoing support of a business layer to mediate business logic, data orchestration, and service interactions across Client systems; and

WHEREAS, Provider represents that it has the professional expertise, personnel and resources necessary to deliver the services described in this Agreement and agrees to perform such services pursuant to the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other terms governing the relationship.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Provider the total amount of U.S. Dollars for the services and deliverables set forth in this Agreement, subject to invoicing and schedule below.

Late Payment: Any undisputed amount not paid within days of the invoice due date shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. In addition, Provider may suspend performance for any undisputed amounts more than days past due after written notice.

TERM AND TERMINATION

Term: This Agreement commences on the Effective Date and shall continue in full force until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Upon termination for convenience Client shall pay Provider for all work performed and reasonable, documented costs incurred through the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Discloser"). "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) was known to the Recipient prior to disclosure; (b) becomes publicly available without breach; (c) is received from a third party without breach; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

The Recipient shall use Confidential Information only to perform its obligations under this Agreement and shall protect such information with no less than reasonable care. Disclosure permitted by law requires prompt notice to the Discloser and cooperation to seek protective relief.

INTELLECTUAL PROPERTY AND DELIVERABLES

Except as expressly set forth herein, each party retains all right, title and interest in and to its pre-existing intellectual property. Provider hereby grants to Client a perpetual, non-exclusive, non-transferable license to use deliverables created exclusively for Client under this Agreement, upon Client's full payment of all fees due. Provider may retain copies of work product for archival and internal purposes, subject to confidentiality obligations.

LIMITATION OF LIABILITY

Neither party shall be liable for consequential, incidental, special or punitive damages arising out of or relating to this Agreement. Each party's aggregate liability for direct damages under this Agreement shall in no event exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executive-level representatives. If unresolved, disputes shall be resolved in the state or federal courts located within the governing state.

ENTIRE AGREEMENT

This Agreement (including any exhibits and attachments 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, communications and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver of any breach or failure to enforce any provision shall not operate as a waiver of any other right hereunder.

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