Business Productivity Modules

Business Productivity Modules Agreement

This Business Productivity Modules Agreement (the Agreement) is entered into by and between Provider Name: and Client Name: . The parties agree as follows.

RECITALS

WHEREAS, Provider develops and delivers software-enabled productivity modules, integrations, and related services designed to increase operational efficiency; and

WHEREAS, Client desires to engage Provider to deliver specified Business Productivity Modules and related services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to define the scope of work, payment terms, delivery milestones, confidentiality obligations, and other contractual provisions necessary to govern their relationship.

SCOPE OF WORK

Provider shall design, configure, and deliver the Business Productivity Modules described below and perform related implementation, testing, training, and support services as set forth in this Section.

Milestone 1 — Description:

Due Date:    Acceptance Criteria:

Milestone 2 — Description:

Due Date:    Acceptance Criteria:

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for Provider's performance. All fees are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted by Provider in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Application of any payment shall be in accordance with Provider's invoice.

Late Fee: Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated, continues until End Date: or until completion of the obligations set forth herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receiving written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, pricing, product roadmaps, software, source code, customer data, and technical and business information.

Each receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. These obligations do not apply to information that is publicly available, rightfully received from a third party without restriction, independently developed without use of the disclosing party's Confidential Information, or required to be disclosed by law, provided the disclosing party is given prior notice to seek protective relief.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSE

Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and any general purpose software, tools, libraries, templates, methodologies, and other technology developed or used by Provider in the course of providing services ("Provider IP"). Provider grants Client a nonexclusive, nontransferable, revocable license to use delivered modules and documentation solely for Client's internal business operations, subject to payment in full and compliance with this Agreement.

Work product specifically developed for and paid for by Client under this Agreement shall be treated as "Deliverables." Unless otherwise agreed in writing, Provider assigns to Client all rights in Deliverables created exclusively for Client, subject to Provider's ownership of Provider IP and third-party components licensed to Provider.

WARRANTIES AND DISCLAIMERS

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards for similar services. For any breach of this warranty, Provider's sole obligation and Client's exclusive remedy shall be re-performance of the nonconforming services. Except as expressly set forth herein, Provider disclaims all other warranties, whether express, implied, statutory or arising from course of dealing, including implied warranties of merchantability, fitness for a particular purpose, and noninfringement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence, willful misconduct, or breach of its confidentiality obligations. Client shall indemnify Provider for claims arising from Client-provided materials or Client's use of Deliverables not in accordance with this Agreement.

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party's aggregate liability under or in connection with this Agreement shall exceed the fees actually paid to Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, indirect, special, or punitive damages.

NOTICES

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, and mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. Any modification to this Agreement must be in a writing signed by authorized representatives of both parties.

EXECUTION

The parties represent and warrant that the individuals executing this Agreement on their behalf are authorized to bind their respective organizations to the terms and conditions set forth herein.

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