Business Partial Wrap

BUSINESS PARTIAL WRAP AGREEMENT

This Business Partial Wrap Agreement (the Agreement) is entered into by and between:

Client Name:     Client Address:

Provider Name:     Provider Address:

Effective Date:

WHEREAS

WHEREAS, Client engages Provider to perform certain services and deliverables as described in the Scope of Work below; and

WHEREAS, the parties wish to define a partial wrap arrangement under which Provider will provide limited warranty, remediation and limited ongoing support for specified components of the deliverables, subject to the terms and limitations set forth herein; and

WHEREAS, the parties intend that this Agreement allocate risk, payment obligations and remedies between them and that certain obligations survive termination.

1. SCOPE OF WORK

Deliverables identified in the Scope of Work shall be the only items subject to the Partial Wrap coverage described in Section 2. Any additional services, modifications or third-party components are excluded from the Partial Wrap unless expressly accepted in writing by Provider.

2. PARTIAL WRAP COVERAGE

2.1 Coverage. Provider shall, subject to the terms of this Agreement, provide limited remediation, corrective work or replacement for defects in the deliverables expressly listed in the Scope of Work that materially prevent the deliverables from performing their expressly documented functions during the Warranty Period.

2.2 Warranty Period: days from Final Acceptance of the covered deliverables.

2.3 Exclusions. Partial Wrap expressly excludes defects or failures resulting from: (a) modifications or repairs not performed or authorized by Provider; (b) third-party hardware or software not procured by Provider; (c) misuse, negligence, abuse, or acts of God; and (d) any items listed in the Scope of Work as excluded components.

2.4 Remedies. Provider's sole obligation for covered defects shall be, at Provider's option, to repair or replace the covered component or to issue a pro rata credit. Provider shall use commercially reasonable efforts to perform remedial work promptly. All remedial work shall be performed during Provider's normal business hours unless otherwise agreed in writing.

2.5 Limitation of Liability for Wrap. Notwithstanding anything to the contrary, Provider's aggregate liability arising out of or related to the Partial Wrap coverage shall not exceed the total fees paid by Client to Provider under this Agreement with respect to the wrapped deliverables in the twelve (12) months preceding the claim.

3. PAYMENT TERMS

Invoices shall be due and payable within days of invoice date. Overdue amounts shall accrue interest at the rate of % per month (or the maximum permitted by law), calculated daily from the date due until paid.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and shall continue until:

Start Date:

End Date (if applicable):

4.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

4.3 Termination for Insolvency. Either party may terminate immediately upon written notice if the other party becomes subject to insolvency proceedings, liquidation, or similar events.

4.4 Effects of Termination. Upon termination, Client shall pay all accrued and unpaid fees for services performed prior to termination. Sections relating to Confidentiality, Indemnification, Limitation of Liability, Governing Law and Survival shall survive termination.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed in any form by a disclosing party to the receiving party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. The receiving party shall (a) not use Confidential Information for any purpose other than to perform obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know who are subject to confidentiality obligations at least as protective as those herein.

5.3 Exceptions. Confidential Information shall not include information that is or becomes publicly available through no wrongful act of the receiving party, is already known by the receiving party without restriction, or is rightfully received from a third party without breach of an obligation of confidentiality.

5.4 Duration. The confidentiality obligations set forth in this Section shall survive for years following termination or expiration of this Agreement.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Indemnification. Each party (the Indemnitor) shall indemnify, defend and hold harmless the other party (the Indemnitee) from and against third-party claims arising from the Indemnitor's gross negligence, willful misconduct or material breach of its obligations under this Agreement.

6.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

7. GOVERNING LAW

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.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or understandings, written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

9.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

9.2 Notices. Notices shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may specify in writing.

9.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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