Business Migration Plan

BUSINESS MIGRATION PLAN

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client engages in business operations that require migration of systems, data, applications, or infrastructure to a new environment (the "Migration"); and

WHEREAS, Service Provider has represented that it possesses the technical expertise, personnel, tools and project management capability to perform the Migration in accordance with the terms of this Business Migration Plan; and

WHEREAS, the Parties desire to set forth the scope, deliverables, schedule, payment terms, and legal terms governing the Migration.

Project Identification

Scope of Work

The Service Provider shall perform the Migration services described below in accordance with the schedule, milestones and acceptance criteria set forth in this Plan. The Migration shall include system assessment, planning, execution, verification, and post-migration support as specified.

Roles and Responsibilities

Payment Terms

Total Fee:

Late Payment Fee (interest or fixed):

Invoices shall be issued by Service Provider in accordance with the payment schedule. Client shall pay undisputed amounts within the agreed payment term following receipt of an invoice. Disputed items must be raised in writing within fifteen (15) days of receipt of invoice, and the Parties shall cooperate to resolve the dispute promptly.

Term and Termination

Start Date:    End Date:

Either Party may terminate this Plan upon written notice to the other Party for material breach that remains uncured for days following receipt of written notice. For convenience, either Party may terminate upon days' prior written notice.

Confidentiality

Each Party (the "Recipient") shall maintain in strict confidence all Confidential Information disclosed by the other Party (the "Discloser") and shall not use Confidential Information except to perform obligations under this Plan. Confidential Information includes technical, business, financial and customer data, migration scripts, and security credentials, but excludes information that is publicly available without breach of this Plan or independently developed by the Recipient.

Confidentiality obligations shall survive termination of this Plan for unless a longer statutory period applies.

Data Protection and Security

The Service Provider shall implement and maintain technical and organizational measures to protect data during transfer and storage, including encryption in transit and at rest where feasible, access controls, logging and regular backups. All personal data shall be processed only in accordance with the Client's instructions and applicable law.

Change Control and Additional Work

Any change in scope, schedule or price must be documented in a written change order executed by authorized representatives of both Parties. Service Provider shall not commence work on change orders prior to Client's written approval unless otherwise agreed in writing.

Liability, Insurance, and Indemnity

Each Party's liability for direct damages arising from breaches of this Plan shall be limited to the total fees paid or payable under this Plan in the twelve (12) months preceding the event giving rise to the claim. Neither Party shall be liable for incidental, consequential, special or punitive damages except for breach of confidentiality, willful misconduct, or gross negligence.

Governing Law and Dispute Resolution

This Plan shall be governed by the laws of the state of without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve disputes by negotiation; if unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in accordance with the Parties' agreement or, absent such agreement, by a court of competent jurisdiction in the governing state.

Entire Agreement

This Business Migration Plan, together with any executed change orders, constitutes the entire agreement between the Parties with respect to the Migration and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

Miscellaneous Provisions

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