Business Services PowerSuite Setup

Business Services PowerSuite Setup Agreement

This Business Services PowerSuite Setup Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform configuration, integration, and deployment services for the PowerSuite software and related business services described herein; and

WHEREAS, Service Provider has represented that it possesses the skills, personnel, and resources necessary to perform such setup and implementation services in accordance with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions governing Service Provider’s provision of the PowerSuite setup services.

Scope of Work

Service Provider will perform the services described below and such additional tasks as the parties may agree in writing. The services include configuration, data migration, integration with Client systems, user account provisioning, testing, and go-live support as further described.

Configuration of PowerSuite modules
Data migration and validation
Integration with third-party systems (APIs, SSO)
End-user training and documentation
Post-go-live stabilization support

Payment Terms

In consideration for the services rendered, Client shall pay Service Provider the fees set forth below in accordance with the schedule and subject to the invoicing and dispute procedures herein.

Service Provider will submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of receipt.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus Service Provider’s costs of collection, including reasonable attorneys’ fees.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: or completion of the Scope of Work, whichever occurs later.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. Either party may terminate for convenience upon days’ prior written notice; in such event Client shall pay for services performed and non-cancellable obligations incurred prior to termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other relating to business operations, technology, trade secrets, pricing, customer lists, or other proprietary matters. The receiving party shall (a) use Confidential Information only to perform obligations under this Agreement, (b) restrict disclosure to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly known without breach by the receiving party, independently developed without use of the disclosing party’s Confidential Information, or rightfully received from a third party without restriction.

Upon termination or expiration, receiving party shall return or destroy disclosing party’s Confidential Information and certify in writing the disposition within days, except as retention is required under law or for archival purposes subject to confidentiality obligations.

Limitation of Liability

Except for breach of confidentiality or gross negligence, neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages, including lost profits, arising out of or related to this Agreement. Each party’s aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with the rules agreed by the parties, and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a change of control.

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