Business Service Integration

BUSINESS SERVICE INTEGRATION AGREEMENT

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

WHEREAS

WHEREAS, Client operates a business that requires integration of third-party and internal systems, and desires to engage Service Provider to perform integration services in accordance with the terms of this Agreement; and

WHEREAS, Service Provider represents that it possesses the technical skill, experience, personnel, and resources necessary to perform the integration services contemplated herein and agrees to perform such services in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will implement, configure, test, and deliver the agreed integration deliverables.

SCOPE OF WORK

PAYMENT TERMS

Any undisputed amount not paid within days after the invoice due date shall bear interest at or the highest rate permitted by law, whichever is lower. Client shall be responsible for reasonable collection costs and attorneys' fees incurred in collecting past-due amounts.

TERM AND TERMINATION

Term: This Agreement commences on and remains in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. In addition, either party may terminate for convenience upon providing days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party (as "Recipient") shall hold in confidence and not use or disclose any Confidential Information received from the other party (as "Discloser") except as necessary to perform this Agreement. "Confidential Information" includes non-public business, technical, and financial information disclosed orally, in writing, or by demonstration that is identified as confidential or that a reasonable person would consider confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates in any lawful effort to limit disclosure.

INDEMNIFICATION

Service Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Service Provider's gross negligence, willful misconduct, or material breach of this Agreement. Client shall provide prompt notice of any claim and cooperate in the defense at Service Provider's expense.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all its assets. Notices: All notices shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

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