Business Management System

Business Management System Agreement

This Business Management System Agreement ("Agreement") is entered into as of Effective Date: by and between:

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

WHEREAS

WHEREAS, Client desires to engage Service Provider to implement, configure, host, maintain and operate a business management system to support Client's operational, financial, and administrative functions; and

WHEREAS, Service Provider represents that it possesses the technical expertise, personnel and systems necessary to deliver, support and manage such services in accordance with the terms of this Agreement; and

WHEREAS, the parties intend through this Agreement to set forth the scope, pricing, confidentiality, and other terms governing the delivery and operation of the Business Management System.

Scope of Work

Service Provider shall provide the services, deliverables and operational support described below. The parties agree that the Scope of Work constitutes the primary obligations of Service Provider under this Agreement and shall include implementation, customization, data migration, user training, integration with Client systems, ongoing maintenance, and technical support.

Payment Terms

Client shall pay Service Provider the fees set forth in this section in exchange for the services described in the Scope of Work. Fees are exclusive of taxes unless otherwise stated; Client shall be responsible for all applicable taxes.

Invoices shall be rendered in accordance with the schedule above and are due within days of invoice date. Late payments shall accrue interest and a late fee as described below.

Amounts unpaid beyond the invoice due date shall incur a late fee equal to % per month (or the maximum lawful rate if less). Client shall also reimburse Service Provider for collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement commences 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 providing the other party with no less than days' prior written notice. Either party may terminate for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of liability for fees due for services performed or expenses incurred prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in any form 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. Confidential Information includes business plans, customer and supplier lists, pricing, trade secrets, system architecture, and data.

Each party agrees to: (a) protect Confidential Information of the other party 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 solely to exercise rights and perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secret under applicable law.

Data Security and Ownership

Client retains all right, title and interest in and to Client Data. Service Provider shall implement and maintain administrative, physical and technical safeguards to protect Client Data against unauthorized access, disclosure, alteration or destruction, consistent with industry standards. Service Provider shall promptly notify Client of any security incident affecting Client Data and cooperate in remediation.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct. Except for breaches of confidentiality, indemnification obligations, or liability for bodily injury or violation of law, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including all appendices, schedules and documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be given in writing to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or agency relationship.

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