Business ODI Document

Business ODI Document

This Business ODI Document (the "Agreement") is entered into as of Effective Date: by and between Party A Name: and Party B Name: .

Recitals

WHEREAS, Party A is engaged in the business of providing operational data integration, information services, and related business systems (the "Services"); and

WHEREAS, Party B desires to retain Party A to perform certain services described herein in connection with Party B's business operations, and Party A is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, confidentiality obligations, and other terms governing their relationship.

Parties and Contact Information

Scope of Work

Party A shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. Specific deliverables, milestones, and acceptance criteria are set forth in the Scope of Work field.

Payment Terms

Compensation payable by Party B to Party A for the Services shall be as set forth below. All amounts are payable in lawful currency unless otherwise agreed in writing.

Term and Termination

The 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 at least days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within 30 days after written notice of such breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Each receiving party shall (a) hold Confidential Information in strict confidence, (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 employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is (i) known to the receiving party prior to disclosure as evidenced by written records, (ii) becomes publicly known through no wrongful act of the receiving party, or (iii) is rightfully received from a third party without breach of any obligation of confidentiality.

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

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 conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute cannot be resolved by negotiation within 30 days, the parties may pursue any available remedy in a court of competent jurisdiction within the chosen governing state.

Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Party A further represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or a party's breach of confidentiality or indemnification obligations, neither party shall be liable for indirect, special, incidental, consequential, or punitive damages. The aggregate liability of either party for any claim arising under or relating to this Agreement shall not exceed the total amount paid or payable by Party B to Party A under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement; Amendment

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided above or to such other address as a party may specify in writing. Notice shall be effective upon receipt.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or scanned copies of signed counterparts shall be deemed originals for purposes of this Agreement.

Sign Now