Business Services Agreement for Whiting Systems

BUSINESS SERVICES AGREEMENT FOR WHITING SYSTEMS

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Whiting Systems ("Service Provider") located at and Client Name: having its principal place of business at .

RECITALS

WHEREAS, Whiting Systems is engaged in the business of providing software development, systems integration, and related professional services; and

WHEREAS, Client desires to retain Whiting Systems to perform certain services described below, and Whiting Systems is willing to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Whiting Systems shall provide the services described in this Section and any attachments or statements of work executed by the parties. Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

Client shall pay Whiting Systems the fees described below in consideration for the services rendered. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Whiting Systems will submit invoices to Client. Unless otherwise agreed in writing, invoices are due within days of Client's receipt of a valid invoice.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after written notice of such breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party that is identified as confidential or that, by its nature, should reasonably be considered confidential. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement; is lawfully received from a third party without restrictions; or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (a) safeguard Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

If receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party to allow it to seek a protective order or other remedy. The receiving party shall only disclose that portion of Confidential Information that is legally required.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Whiting Systems retains all right, title, and interest in and to any methodologies, processes, tools, templates, know-how, and pre-existing software used or developed in connection with the services ("Provider Materials"). Client is granted a non-exclusive, non-transferable license to use Provider Materials solely for its internal business purposes in conjunction with the deliverables. Deliverables specifically developed for Client and identified in a statement of work shall be ownership of Client upon full payment; provided, however, that Whiting Systems retains ownership of Provider Materials embedded in any such deliverables and grants Client a license to use such Provider Materials only as incorporated in the deliverables.

6. WARRANTIES; LIMITATION OF LIABILITY

Whiting Systems warrants that the services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, WHITING SYSTEMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO WHITING SYSTEMS UNDER THE APPLICABLE STATEMENT OF WORK GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT; AMENDMENT

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

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Whiting Systems may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

Sign Now