Business Platform Changes

BUSINESS PLATFORM CHANGES AGREEMENT

This Business Platform Changes Agreement (the Agreement) is made effective as of (Effective Date), by and between ("Company") and ("Service Provider"). The Company and Service Provider are each a Party and together the Parties.

WHEREAS

WHEREAS, Company operates or controls the business platform known as (Platform) and desires certain modifications, updates, integrations, or other changes to the Platform to improve functionality, compliance, or performance; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the requested changes to the Platform under the terms set forth in this Agreement; and

WHEREAS, the Parties wish to set forth the scope, schedule, payment terms, and other contractual provisions governing the implementation of Platform changes.

SCOPE OF WORK

Feature additions    UI/UX improvements    API/integration changes    Data migration

PAYMENT TERMS

Compensation for services performed under this Agreement shall be as follows:

If any payment due to Service Provider is not received by the due date, Company shall pay interest at the lesser of (i) per month, or (ii) the maximum rate permitted by law, plus reasonable collection costs and attorneys' fees.

SCHEDULE AND DELIVERABLES

Estimated completion date for the Scope of Work is . Service Provider shall provide written progress reports at intervals described in the payment schedule or upon request.

TERM AND TERMINATION

This Agreement commences on the Start Date of and continues until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either Party may terminate for material breach if the breaching Party fails to cure the breach within 30 days after receipt of written notice specifying the breach.

CHANGE ORDER PROCEDURE

All changes to the Scope of Work shall be made only by written Change Order signed by authorized representatives of both Parties. A Change Order shall describe the modification, any adjustment to fees, and any change to the schedule. Service Provider shall not be required to perform out-of-scope work absent a signed Change Order.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written or electronic, 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. Confidential Information includes technical information, business plans, customer data, pricing, and specifications.

Each receiving Party shall (i) use Confidential Information only to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations shall not apply to information that is or becomes publicly available through no breach hereof, that is independently developed without use of Confidential Information, or that is rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a written Change Order, Service Provider grants Company a nonexclusive, perpetual, worldwide license to any deliverables created specifically for Company under this Agreement, subject to Company's payment of all fees. Service Provider retains ownership of its pre-existing tools, software, libraries, and methodologies. To the extent Service Provider incorporates third-party components, Service Provider shall secure any necessary rights for Company's use.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or indemnification obligations, in no event shall either Party be liable for consequential, incidental, indirect, special, or punitive damages. Each Party's aggregate liability under this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement in the 12 months preceding the claim.

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 laws principles. The Parties shall first attempt to resolve any dispute through good-faith negotiation. If the Parties cannot resolve a dispute within 30 days, either Party may pursue any remedies available at law or in equity in a court of competent jurisdiction in the governing state.

ENTIRE AGREEMENT

This Agreement, including all executed Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings. Any modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is declared unenforceable or invalid, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other, except to an acquirer of substantially all of the Party's assets or equity.

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