Business Outbound Interface

BUSINESS OUTBOUND INTERFACE AGREEMENT

This Business Outbound Interface Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: with principal address and Client Name: .

RECITALS

WHEREAS, Provider operates and maintains technical systems that produce outbound commercial data and transaction payloads and offers connectivity and interface services to selected third parties;

WHEREAS, Client desires to receive from Provider a Business Outbound Interface to transmit specified business data and to integrate that interface into Client systems for permitted business purposes described herein;

WHEREAS, the parties intend to define the scope, security, payment terms and other commercial and legal obligations governing the design, deployment and operation of the Business Outbound Interface.

SCOPE OF WORK

SECURITY AND ACCEPTANCE

Provider shall implement and maintain reasonable administrative, technical and physical safeguards commensurate with industry standards to protect transmitted data, including but not limited to encryption in transit and at rest, access control, logging, and vulnerability patching. Client shall participate in reasonable testing and acceptance of the outbound payload and mapping prior to production cutover. Acceptance shall be deemed provided where Client does not provide written rejection specifying defects within days of initial production transmission.

PAYMENT TERMS

In consideration for the design, deployment, and ongoing operation of the Business Outbound Interface, Client agrees to pay Provider the fees set forth below.

Late payments shall incur a late fee equal to the greater of: per month, or a flat fee of . Fees are exclusive of applicable taxes for which Client is responsible.

TERM AND TERMINATION

Term Commencement Date: . Initial Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to intended termination. Either party may terminate immediately upon material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach. Termination for cause does not relieve Client of obligations to pay fees accrued through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party in connection with this Agreement, including data payload formats, mapping rules, credentials, business terms, and technical specifications. Receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality no less protective than this Agreement, and (iii) implement reasonable safeguards to prevent unauthorized use or disclosure. Confidential Information shall not include information that is or becomes publicly known through no act or omission of the receiving party, or that is independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration, receiving party shall, at disclosing party's option, return or destroy all Confidential Information and certify in writing the disposition of such materials.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party's aggregate liability arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) month period preceding the event giving rise to liability.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any appendices and statements of work expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals or representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets. Any notice required or permitted shall be in writing and delivered to the contact information set forth below.

NOTICES AND CONTACTS

APPROVALS

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the person signing below is authorized to bind the respective party.

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