Business SAP Document

BUSINESS SAP DOCUMENT

This Business SAP Document (the "Agreement") is entered into by and between Client Name: and Service Provider Name: effective as of .

WHEREAS

WHEREAS, Client seeks professional services to implement, configure, integrate and support SAP software and related modules, including but not limited to system configuration, data migration, testing, training and go-live assistance (collectively, the "SAP Services");

WHEREAS, Service Provider represents that it possesses the technical knowledge, personnel and experience necessary to perform the SAP Services and is willing to provide such services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule and are due within days of invoice date. Overdue amounts shall accrue interest at on the outstanding balance, compounded monthly, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the Notice Period following written notice. Termination shall not relieve either party of obligations incurred prior to termination, including payment for services performed and expenses incurred.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep in confidence and not disclose any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform this Agreement. "Confidential Information" includes, without limitation, business plans, technical data, source code, trade secrets, pricing, customer lists, and non-public financial information. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. The Receiving Party may disclose Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The undersigned parties acknowledge and agree to be bound by the confidentiality provisions set forth above.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, statements of work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

Limitation of Liability: Except for liability arising from a party's willful misconduct or liability for breach of confidentiality or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, and each party's aggregate liability shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, epidemic, labor disputes, governmental actions, or failures of suppliers or carriers.

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