Business Panel Remake

BUSINESS PANEL REMAKE AGREEMENT

This Business Panel Remake Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Contractor Name: .

Recitals

WHEREAS, Client operates or directs business operations that utilize a business panel, display, or interface identified as: (Panel), and desires a remedial redesign and remake of the Panel; and

WHEREAS, Contractor represents that it has the experience, personnel, and capability to perform the services required to remake the Panel in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms under which Contractor will perform the Panel remake and Client will compensate Contractor.

Scope of Work

Contractor shall perform the work described below (Services). The Services will include design, development, fabrication, installation, testing, and final acceptance activities necessary to deliver a completed Panel remake in accordance with the parties' specifications and any accepted change orders.

Payment Terms

In consideration for full and timely performance of the Services, Client shall pay Contractor the sums set forth below in accordance with the payment schedule. All amounts are in U.S. dollars unless otherwise noted.

Contractor will invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay invoiced amounts within days of receipt. Past due amounts shall accrue the Late Payment Fee set forth above. Client is responsible for any sales, use, or other taxes applicable to the Services.

Term and Termination

The term of this Agreement begins on and concludes on unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Client may terminate for convenience upon providing the notice above, subject to payment for Services performed and reasonable demobilization costs. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

During the term of this Agreement and for years following termination, each party shall hold in strict confidence Confidential Information disclosed by the other party. "Confidential Information" means non-public technical, business, financial, and operational information marked or otherwise identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

The receiving party shall not use Confidential Information except to perform its obligations under this Agreement, shall restrict disclosure to employees, agents, and subcontractors who have a need to know, and shall take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that is (a) publicly available without breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed without use of Confidential Information, or (d) required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective relief.

Change Orders

All changes to the Scope of Work shall be made by written change order signed by authorized representatives of both parties. Change orders may adjust the schedule, Contract Price, and acceptance criteria. Contractor is not required to perform work outside the Scope of Work without a signed change order.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party designates in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes by escalation to senior representatives; if unresolved within thirty (30) days, either party may pursue any available remedies in the courts located in the chosen State.

Representations; Warranties; Limitation

Each party represents that it has the authority to enter into this Agreement. Contractor warrants that Services will be performed in a professional manner consistent with industry standards and that deliverables will materially conform to the agreed specifications for a period of months from acceptance. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Entire Agreement; Assignment; Severability

This Agreement, including all attachments and executed change orders, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements and understandings. Neither party may assign this Agreement without the other's prior written consent, except that Contractor may assign to an affiliate or to a successor by merger or sale of substantially all its assets. If any provision is held invalid, the remaining provisions shall continue in full force and effect.

Survival

Provisions that by their nature survive termination or expiration of this Agreement, including Confidentiality, Payment, Warranty, and Governing Law, shall survive.

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