Business Services Master & Sync

BUSINESS SERVICES MASTER & SYNC

This Business Services Master & Sync Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: . Effective Date: .

WHEREAS

WHEREAS, Client seeks to establish a single authoritative master dataset and continuous synchronization of agreed data domains to support Client's business operations and systems; and

WHEREAS, Service Provider possesses expertise, personnel and technical capability to provide master data management, transformation, mapping, and synchronization services (Master & Sync) in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the general terms governing statements of work, fees, confidentiality, and data handling with respect to the Master & Sync services.

SCOPE OF WORK

Provider shall perform services described in each Statement of Work (SOW) executed under this Agreement. Each SOW shall identify deliverables, acceptance criteria, data domains to be mastered and synchronized, transformation and mapping requirements, security controls, and schedule.

PAYMENT TERMS

Client shall pay Provider the fees set forth in this section and in each SOW. Unless otherwise stated in an SOW, fees are payable in accordance with the following terms.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, expires on End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence all nonpublic information disclosed by the other party (Discloser) 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 includes, without limitation, data models, mappings, business rules, source system credentials, and any Master Data.

Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors and agents with a need to know and bound by confidentiality obligations at least as protective as those herein, and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Exceptions include information that is (i) publicly known through no fault of Recipient, (ii) rightfully received from a third party without restriction, (iii) independently developed by Recipient without reference to Discloser’s Confidential Information, or (iv) required to be disclosed by law, provided Discloser is given prompt notice and reasonable assistance to seek protective measures.

DATA HANDLING AND SECURITY

Provider shall implement and maintain reasonable administrative, physical and technical safeguards appropriate to the nature of the data to protect against unauthorized access, disclosure, alteration or destruction. Provider shall process Client data only for the purpose of performing services under this Agreement and in accordance with Client's documented instructions.

INTELLECTUAL PROPERTY

Client retains all right, title and interest in Client data and any Client-provided materials. Provider retains ownership of Provider tools, software, methodologies, templates and improvements developed prior to or outside the scope of this Agreement. To the extent Provider creates custom work product for Client pursuant to a paid SOW, title and ownership of such deliverables shall be transferred to Client upon full payment, except for any underlying Provider pre-existing materials and third-party components, which are licensed to Client on a non-exclusive, non-transferable basis as necessary for Client's use of the deliverables.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability for claims arising under this Agreement shall not exceed the amounts paid by Client to Provider under the applicable SOW in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Each party shall indemnify and hold harmless the other from third-party claims arising out of the indemnifying party's breach of this Agreement, negligent acts, or willful misconduct, subject to the indemnified party's compliance with notification and cooperation obligations.

FORCE MAJEURE; ASSIGNMENT; SUBCONTRACTING

Neither party shall be liable for failure or delay due to causes beyond its reasonable control (force majeure). Either party may assign this Agreement to a successor in connection with a merger, acquisition or sale of substantially all its assets, provided the assigning party gives prior written notice and the assignee assumes all obligations. Provider may subcontract portions of the services provided that Provider remains responsible for its subcontractors' performance and compliance with confidentiality and security obligations.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflict of law principles.

This Agreement, together with all executed Statements of Work and schedules, 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. Any amendment must be in writing and signed by authorized representatives of both parties.

CHANGE ORDERS; ACCEPTANCE

Changes to scope shall be documented in a written change order signed by authorized representatives of both parties and shall include any adjustments to fees and schedule. Deliverables shall be subject to acceptance testing as described in the applicable SOW; failure to notify Provider of nonconformance within the acceptance period will constitute acceptance.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. Headings are for convenience only and do not affect interpretation.

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