Business Salesforce Document

BUSINESS SALESFORCE DOCUMENT

This Business Salesforce Services Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires professional services to design, configure, integrate and support a Customer Relationship Management instance built on the Salesforce platform (the Services); and

WHEREAS, Service Provider has represented that it possesses the necessary qualifications, personnel and technical expertise to perform the Services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the performance, payment and confidentiality of Services to be provided by Service Provider.

SCOPE OF WORK

Deliverables shall include configuration specifications, data migration scripts, integration connectors, user acceptance testing support, and up to the estimated hours set forth in the Payment Terms. Any work beyond the agreed deliverables will require a written change order executed by both parties.

PAYMENT TERMS

All amounts are payable in U.S. dollars. If Client fails to pay any undisputed amount when due, Service Provider may suspend performance after ten (10) days' written notice and shall be entitled to recover reasonable costs of collection, including attorneys' fees. Client shall not withhold payment except for bona fide disputes.

TERM AND TERMINATION

Term Start Date:     Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination for convenience by Client requires payment for Services performed and non-cancellable third-party costs incurred through the effective termination date.

CONFIDENTIALITY

Each party (the Receiving Party) shall treat as Confidential Information all non-public information disclosed by the other party (the Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes business plans, customer data, configurations, authentication credentials, and trade secrets.

The Receiving Party shall (i) use the Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees and permitted subcontractors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those contained herein; and (iii) implement reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized access or disclosure.

Confidential Information shall not include information that: (a) becomes publicly available other than through a breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

DATA ACCESS AND SECURITY

Service Provider acknowledges that it will process Client Data and will implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Client Data. Service Provider shall promptly notify Client of any unauthorized access or data breach affecting Client Data and shall cooperate in remediation and required notifications.

GOVERNING LAW

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

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and accepted change orders, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals and understandings relating to its subject matter. No amendment shall be effective unless in writing and executed by authorized representatives of both parties.

Limitation of Liability: Except for liability arising from a party's willful misconduct or breach of confidentiality or misappropriation of Client Data, in no event shall either party's aggregate liability for claims arising out of or related to this Agreement exceed the amount of fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

Independent Contractors: The parties are independent contractors. Neither party has authority to bind the other or to make representations on the other's behalf, except as expressly set forth in this Agreement.

SIGNATURES

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