Business Programming Guide

BUSINESS PROGRAMMING GUIDE

This Business Programming Guide (the Guide) is entered into as of Effective Date: by and between Client Name: and Service Provider: .

RECITALS

WHEREAS, Client requires programming, configuration, and integration services to support Client's business operations and commercial systems; and

WHEREAS, Service Provider represents that it possesses the technical expertise, resources, and personnel necessary to perform the services described in this Guide in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, schedule, payment terms and other provisions governing the programming work to be performed.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Client shall pay the Total Fee in accordance with the Payment Schedule below.

Deposit Due at Execution: $ . Late payments shall incur a late fee of % per month or a flat fee of $ , whichever is greater, measured from the date payment was due.

All amounts are payable in United States currency unless otherwise agreed in writing. Client is responsible for applicable taxes unless Client provides a valid exemption certificate.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Guide for convenience upon written notice of days to the other party. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure within days following receipt of notice.

Upon termination, Service Provider shall deliver to Client any Completed Deliverables and Client shall pay all undisputed amounts accrued through the effective date of termination. Sections regarding Confidentiality, Intellectual Property, Indemnity, and Governing Law survive termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by a party 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, source code, business plans, pricing, and client data.

The receiving party shall: (a) not use Confidential Information except to perform its obligations under this Guide; (b) restrict disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use commercially reasonable measures to protect the Confidential Information.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice to allow the disclosing party to seek protective measures.

Confidentiality obligations shall remain in effect for years from the date of disclosure, except with respect to trade secrets, for which protection shall continue as provided by applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, worldwide, royalty-free license to use deliverables and object code delivered under this Guide for Client's internal business purposes. Service Provider retains ownership of its pre-existing tools, libraries, and underlying algorithms. Any transfer of source code ownership must be set forth in a separately executed assignment.

GOVERNING LAW

This Guide shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Guide.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality or intellectual property obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising out of this Guide shall not exceed the total fees paid by Client to Service Provider under this Guide in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Guide, including any exhibits, schedules, and executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Guide shall be in writing and delivered to the address provided by each party in writing. If any provision of this Guide is found to be unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate remedy for breach of confidentiality or intellectual property provisions and that equitable relief may be sought in addition to other remedies.

NOTICES & CONTACTS

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