Business Services OMS

BUSINESS SERVICES OMS

This Business Services Order Management Services Agreement (the Agreement) is entered into as of by and between Service Provider: with primary address and Client: with primary address .

WHEREAS

WHEREAS, Service Provider operates and provides technical and administrative Order Management System services, including order intake, routing, fulfillment coordination, and transactional reporting (collectively, OMS Services); and

WHEREAS, Client desires to engage Service Provider to perform OMS Services for Client's business operations, and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that the scope, payment, confidentiality, and other commercial terms be governed by this Agreement.

1. Scope of Work

2. Payment Terms

Client shall pay Service Provider the fees for OMS Services as set forth below. Unless otherwise agreed in writing, all amounts are payable in U.S. dollars and exclusive of applicable taxes.

Unpaid amounts shall accrue interest at (or the maximum lawful rate if lower) from the due date until paid. Client shall also reimburse Service Provider for reasonable collection costs, including attorney fees.

3. Term and Termination

The initial term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. During the notice period, Service Provider shall continue performance and Client shall remain obligated to pay for services performed.

Either party may terminate this Agreement immediately for material breach by the other party if the breaching party fails to cure such breach within days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed prior to termination.

4. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes Client data, pricing, technical specifications, and trade secrets.

Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) 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 protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for three (3) years, except that trade secrets and Client personal data shall survive for as long as permitted by applicable law.

5. Intellectual Property

As between the parties, Client retains all right, title and interest in and to Client Data. Service Provider retains ownership of its pre-existing software, tools, methodologies, and all enhancements thereto (Service Provider IP). Service Provider hereby grants Client a limited, non-exclusive, non-transferable license to access and use Service Provider's deliverables solely in connection with Client's internal business operations as contemplated by this Agreement, unless the parties execute a separate assignment of rights.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in performance of this Agreement. The indemnified party shall promptly notify the indemnifying party of any such claim and reasonably cooperate in the defense.

Except for liability arising from indemnification obligations, willful misconduct, or infringement of third-party intellectual property rights, neither party's aggregate liability for claims arising out of this Agreement shall exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months immediately preceding the claim. Neither party shall be liable for incidental, consequential, special or punitive damages.

7. Notices

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties agree that disputes shall be resolved in the state or federal courts located in such jurisdiction, subject to the indemnification and limitations set forth herein.

9. Entire Agreement

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

10. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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