Business Network Description

BUSINESS NETWORK DESCRIPTION

This Business Network Description (the "Description") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires the design, deployment, operation and ongoing management of a business network to support commercial operations and data exchange consistent with Client's business objectives; and

WHEREAS, Service Provider represents that it has the expertise and resources to design, implement, and operate the business network described herein subject to the terms and conditions of this Description and the parties' underlying agreement;

WHEREAS, the parties desire to set forth the scope, deliverables, performance expectations, payment terms, confidentiality protections, and other material terms applicable to the business network known as .

SCOPE OF WORK

PERFORMANCE AND SERVICE LEVELS

PAYMENT TERMS

Total Fee/Amount Payable: .

Late Payment Fee: (applies to delinquent balances after days).

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date (if applicable): .

Either party may terminate this Description for convenience upon written notice to the other party given at least days prior to the effective termination date. Service Provider may terminate for non-payment in accordance with the payment terms. Either party may terminate immediately for material breach that is not cured within a commercially reasonable cure period following written notice specifying the breach.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Description and shall not use or disclose such information except as necessary to perform obligations or as required by law. Confidential information excludes information that is or becomes publicly available through no breach, was already lawfully known by the recipient, or is independently developed without reference to the disclosing party's confidential information. The obligations of confidentiality shall survive termination for a period of years.

INTELLECTUAL PROPERTY AND DATA

LIMITATION OF LIABILITY & INDEMNITY

GOVERNING LAW

This Description and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Description, together with any underlying master services agreement or order form referenced 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 written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Sign Now