Business Services Build Agreement

BUSINESS SERVICES BUILD AGREEMENT

This Business Services Build Agreement (the Agreement) is entered into as of by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

RECITALS

WHEREAS, Client desires to engage Provider to design, develop, and deliver certain business services and build deliverables described herein, and Provider has the expertise and resources to perform such services on the terms set forth in this Agreement;

WHEREAS, Provider agrees to provide the services, labor, materials and documentation required to complete the project in accordance with the Scope of Work, acceptance criteria, schedule, and payment terms set forth below; and

WHEREAS, the parties intend for this Agreement to allocate rights and responsibilities with respect to ownership of work product, confidentiality, payment, warranties, and liability as set forth herein.

1. PROJECT IDENTIFICATION

2. SCOPE OF WORK

Provider shall perform the services and furnish the deliverables described below. The Scope of Work shall include design, development, testing and delivery as further specified in the Deliverables and Acceptance Criteria. Changes to the Scope of Work must be made in accordance with Section 6 (Change Orders).

3. PAYMENT TERMS

Client shall pay Provider the fees for the Services as set forth below. Unless otherwise agreed in writing, amounts are non-refundable except as expressly provided in this Agreement.

4. TERM AND TERMINATION

This Agreement commences on the Start Date and remains in effect until completion of the Services or the End Date, unless earlier terminated in accordance with this Section.

Termination for material breach may be effected by the non-breaching party if the breaching party fails to cure a material breach within a reasonable cure period not to exceed the notice period specified above. Termination shall not relieve Client of the obligation to pay for Services rendered and work in progress through the effective date of termination.

5. CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence all Confidential Information disclosed by the other party (Discloser). "Confidential Information" means non-public information designated as confidential or that which by its nature ought reasonably to be treated as confidential, including business plans, technical data, specifications, trade secrets and pricing.

The Recipient shall (a) not use Confidential Information except to perform under this Agreement; (b) restrict disclosure to employees and contractors who have a need to know and who are bound by written confidentiality obligations at least as protective as this Section; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than a reasonable standard of care.

Confidential Information does not include information which (i) is or becomes publicly known through no breach by Recipient; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice to permit protective action.

6. CHANGE ORDERS

Any change to the Scope of Work, schedule, or fees must be documented in a written change order signed by authorized representatives of both parties. Change orders shall describe the change, impact on fees, and revised schedule. Provider shall not proceed with any material change until a change order is executed.

7. INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to the Work Product created specifically for Client under this Agreement upon full payment of all amounts due. Provider retains ownership of Provider's pre-existing tools, libraries, and general know-how. To the extent any open source or third-party components are included, Provider shall identify such components and the applicable licenses in writing prior to delivery.

8. WARRANTIES; LIMITATION OF LIABILITY

Provider represents and warrants that (a) it will perform Services in a professional manner consistent with industry standards; (b) to the best of its knowledge the Work Product will not infringe third-party intellectual property rights; and (c) it has the right to grant the rights granted herein. Client's sole and exclusive remedies for breach of the foregoing warranty shall be, at Provider's option, reperformance of non-conforming services or refund of fees paid for the non-conforming portion.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

9. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from losses arising out of third-party claims resulting from its gross negligence or willful misconduct, breach of confidentiality, or infringement of intellectual property rights, except to the extent caused by the other party's actions or omissions.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

12. NOTICES

All notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are deemed given upon personal delivery, or three (3) days after deposit in regular first-class mail.

13. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that monetary damages may be inadequate and that injunctive relief may be appropriate for breaches of confidentiality or intellectual property provisions.

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