Business Mirror Template

BUSINESS MIRROR TEMPLATE

This Business Mirror Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: with principal address: , and Provider Name: with principal address: .

WHEREAS

WHEREAS, Client operates a business and seeks to create a functional business mirror — a structured duplicate of specified business processes, data flows, and operational configurations — for purposes of testing, backup, training, or process improvement (the Business Mirror);

WHEREAS, Provider represents that it has the skills and experience necessary to design, implement and maintain the Business Mirror in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, delivery, payment and confidentiality of the Business Mirror work.

SCOPE OF WORK

Provider will perform the work described below and in any attachments incorporated by reference. Provider shall perform services in a professional manner consistent with industry standards.

PAYMENT TERMS

In consideration for Provider's services, Client shall pay Provider the fees and reimbursements set forth below. Fees are exclusive of applicable taxes unless otherwise required by law.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue a late fee of on the outstanding balance until paid. Client agrees to reimburse Provider for reasonable collection costs and attorneys' fees if collection is required.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for Cause 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. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) relating to business operations, technology, client data, specifications, trade secrets, pricing, or other information that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes any Business Mirror data, mappings, configuration files, and test data derived from Client systems.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence using 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 for performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement by Receiving Party; (ii) was lawfully known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information.

Remedies: The parties acknowledge that monetary damages may be inadequate to protect the Disclosing Party and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief without posting bond in addition to any other remedies available at law or in equity.

INTELLECTUAL PROPERTY AND DATA

Ownership: Client retains ownership of all pre-existing Client data and systems. Provider retains ownership of its pre-existing tools, methodologies and general know-how. To the extent Provider creates deliverables specifically commissioned under this Agreement, ownership and assignment of intellectual property shall be as follows: Deliverable Ownership:

Data Handling: Provider shall implement and maintain reasonable administrative, physical and technical safeguards to protect Client data processed in connection with the Business Mirror and shall not use Client data for any purpose other than performing obligations under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or breach of intellectual property rights, neither party shall be liable to the other for special, incidental, indirect or consequential damages, including lost profits. Except as provided above, each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW AND 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 laws principles. The parties agree to attempt to resolve disputes first through good faith negotiations. If unresolved, disputes shall be resolved by binding arbitration administered in the county where Client's principal place of business is located, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification or waiver of any provision of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency or partnership relationship. Provider shall be responsible for all taxes, insurance and other obligations applicable to its business. Notices: All notices required by this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party designates by written notice.

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