Business Microsoft Document

BUSINESS MICROSOFT DOCUMENT

THIS GENERAL BUSINESS AGREEMENT (the Agreement) is entered into as of (the Effective Date) by and between:

Client Name:     Client Address:

Service Provider Name:     Provider Address:

RECITALS

WHEREAS, Client operates a business that uses Microsoft enterprise products and seeks professional services for configuration, integration, licensing advisory, and ongoing support for those products; and

WHEREAS, Provider represents that it has the necessary expertise, personnel, and experience to perform such services and to deliver implementation, configuration, migration and advisory services related to Microsoft technologies in a professional manner; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services described below (Services). Provider shall provide personnel, tools, and expertise necessary to complete the Services in accordance with industry standards and the schedule agreed between the parties.

Deliverables shall include project plans, configuration documentation, migration scripts where applicable, training materials, and a final acceptance package. Acceptance shall occur upon Client's written confirmation that deliverables materially conform to agreed specifications.

2. PAYMENT TERMS

Any amounts not paid when due shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by law. Client is responsible for all collection costs, including reasonable attorneys' fees, incurred by Provider to recover overdue amounts.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing not less than days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client any work product completed as of the termination date and, where applicable, transition assistance on commercially reasonable terms.

4. CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

The Receiving Party shall (a) use Confidential Information only as necessary to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. The foregoing shall not apply to information that (i) is or becomes public other than through a breach of this Agreement, (ii) is already known by the Receiving Party without restriction, (iii) is independently developed by the Receiving Party without using or referring to the Disclosing Party's Confidential Information, or (iv) is rightfully obtained from a third party without restriction.

The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

  The undersigned parties acknowledge and agree to the confidentiality obligations set forth in this Agreement.

5. INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing intellectual property and tools used in connection with performing the Services. Client shall own deliverables specifically prepared for Client under this Agreement, subject to Provider's ownership of underlying methodologies, know-how, and Provider's pre-existing materials. To the extent any third-party software licenses are required (including Microsoft licenses), Client shall procure or reimburse such licenses as specified in the Scope of Work.

6. REPRESENTATIONS; WARRANTY DISCLAIMER

Each party represents that it has the authority to enter into this Agreement. Provider warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, PROVIDER PROVIDES THE SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential, punitive, or special damages. Each party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

9. ENTIRE AGREEMENT

This Agreement, including all attachments, schedules, and statements of work executed under it, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter hereof. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a change of control. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices shall be in writing and delivered to the addresses set forth above or such other address as a party may specify by notice.

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