Business Services D&M Document

Business Services D&M Document

Parties

This Business Services D&M Document (the Agreement) is entered into as of by and between:

Corporation LLC Partnership Individual

Corporation LLC Partnership Individual

Recitals

WHEREAS, Service Provider is engaged in the business of providing design and maintenance services, including but not limited to design development, system maintenance, updates, and technical support; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Service Provider shall provide the services described in the scope below. Services shall include professional design services, implementation, scheduled maintenance, emergency support, and any deliverables expressly identified in writing by the parties. Changes to the scope shall be governed by Section 10 (Change Orders).

Payment Terms

Client shall pay Service Provider the fees set forth below for performance of the Scope of Work. Fees are exclusive of applicable taxes unless otherwise stated. Unless otherwise agreed in writing, all payments shall be made in United States dollars.

Service Provider shall invoice Client according to the payment schedule above. Client shall pay each undisputed invoice within days of invoice receipt. Disputed portions of an invoice shall be raised in writing within fourteen (14) days.

Any overdue amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, for amounts that remain unpaid more than thirty (30) days after invoice.

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, shall expire on the End Date stated below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above after receipt of written notice. Either party may terminate for insolvency or upon mutual written agreement. Termination shall not relieve Client of its obligation to pay for Services performed and non-cancellable commitments made prior to termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic or tangible, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

Each party shall (i) protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The confidentiality obligations in this Section shall survive termination of this Agreement for a period of years.

Independent Contractor; Insurance

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, agency or joint venture relationship. Service Provider shall maintain insurance customary for its industry and appropriate to the services performed and shall provide evidence of insurance upon Client's request.

Limitation of Liability and Indemnity

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Client shall indemnify and hold Service Provider harmless from third-party claims arising from Client's use of deliverables, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Governing Law; 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 shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, the parties agree to submit disputes to the exclusive jurisdiction of the state and federal courts located in the governing state.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent, provided that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision is held invalid, the remaining provisions shall continue in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

Authorized Representatives & Contacts

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