Business Services Ariba

BUSINESS SERVICES AGREEMENT — ARIBA

Parties and Effective Date

This Business Services Agreement ("Agreement") is entered into as of Effective Date: , by and between the following parties:

Recitals

WHEREAS, Client requires business services related to procurement and supplier enablement through the Ariba platform, and

WHEREAS, Service Provider represents that it has the experience, personnel, and capabilities to perform configuration, onboarding, training, and ongoing support services necessary for Client's use of the Ariba-related systems, and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform such services and Client will compensate Service Provider.

Scope of Work

Service Provider shall perform the services described in this Section and any attachments incorporated by reference. Services may include system configuration, supplier onboarding, mapping of procurement processes, user training, testing, and post-implementation support. Specific deliverables, milestones, and acceptance criteria will be documented below.

Payment Terms

In consideration for the performance of the services, Client shall pay Service Provider the fees set forth below in accordance with the schedule and payment procedures described herein.

All invoices shall be submitted to Client in writing and shall reference the applicable milestone or deliverable. Unless otherwise agreed in writing, Client shall pay undisputed amounts within days of receipt of invoice.

Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect overdue amounts.

Term and Termination

Term: The services under this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred up to the effective date of termination, including all non-cancellable commitments made in connection with the performance of services.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving 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, including business processes, pricing, supplier data, technical configurations, and any documentation or materials.

Obligations: The Receiving Party shall (i) use Confidential Information solely for the purpose of performing its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Exceptions: Confidential Information shall not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

Duration: The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Liability and Indemnification

Each party shall indemnify and hold harmless the other party from and against claims, losses, or damages arising from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. Except for indemnification obligations and breach of confidentiality, neither party's liability for direct damages shall exceed the fees paid or payable to Service Provider under this Agreement in the twelve (12) months prior to the claim. Neither party shall be liable for consequential, indirect, special, or punitive damages.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute through escalation to senior representatives; if unresolved, disputes shall be resolved in the courts located in the chosen state, and the parties consent to personal jurisdiction and venue therein.

Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall create an employer-employee, partnership, joint venture, or agency relationship. Service Provider is solely responsible for payment of its personnel, taxes, and benefits.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor by merger or sale of substantially all assets without consent, provided the assignee assumes the assigning party's obligations.

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