Business Layer Template

Business Layer Template

RECITALS

WHEREAS, Client Name: (the "Client") seeks technical and business-layer services for software architecture, integration, and operationalization; and

WHEREAS, Service Provider Name: (the "Provider") represents that it has the personnel, expertise, and resources necessary to perform the services described below; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the business-layer services for Client.

SCOPE OF WORK

Provider shall perform the services and deliverables (collectively, the "Services") described in the section below. Services shall include design and implementation of business-layer components, API definition, data validation rules, business logic orchestration, unit and integration testing artifacts, and deployment guidance. Acceptance criteria shall be defined by the parties in writing for each deliverable prior to commencement of that deliverable.

PAYMENT TERMS

As full compensation for the Services and deliverables provided under this Agreement, Client shall pay Provider the fees set forth below in accordance with the schedule and invoicing procedures established in this section.

Provider shall submit invoices in reasonable detail. Client shall pay all undisputed portions of invoices in accordance with the invoice terms. If Client disputes any portion of an invoice, Client shall provide written notice of dispute within fifteen (15) days of receipt and the parties shall promptly attempt to resolve the dispute in good faith. Payments not made when due shall accrue late charges as specified above and Provider may suspend performance if payment remains overdue after ten (10) days' written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Either party may terminate immediately for insolvency, bankruptcy filing, or appointment of a receiver for the other party.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall hold the other's Confidential Information in strict confidence, shall not use it except to perform its obligations under this Agreement, and shall not disclose it to third parties except to the extent permitted below.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is already known by the receiving party without restriction at the time of disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination of this Agreement, each party shall return or destroy the other party's Confidential Information and certify such return or destruction upon request.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Provider retains ownership of any pre-existing intellectual property and tools used in performing the Services. Client is granted a non-exclusive, non-transferable license to any Provider-owned software or components delivered solely as necessary to use the deliverables for Client's internal business purposes. Ownership of work product specifically developed for Client and paid in full hereunder shall be transferred to Client, subject to Provider's retained rights in its tools, methodologies, and general know-how.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, in no event shall either party be liable for indirect, incidental, consequential, punitive, or special damages, and the total aggregate liability of either party for any claim arising under this Agreement shall not exceed the fees paid to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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. The parties agree that the state and federal courts located within that state shall have exclusive jurisdiction over disputes arising from this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Amendments: No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

ENTIRE AGREEMENT

This Agreement, together with any written statements of work or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral.

CONTACT INFORMATION

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