Business Services Systems Template

BUSINESS SERVICES SYSTEMS AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS the Service Provider is engaged in the business of designing, implementing, integrating and maintaining business services systems, including but not limited to software, configuration, and process documentation; and

WHEREAS the Client desires to engage the Service Provider to perform certain systems services and the Service Provider desires to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS the parties intend for this Agreement to govern the deliverables, fees, confidentiality and allocation of rights between them.

Scope of Work

Payment Terms

Total Contract Amount:

Invoicing: — Payment due within days of invoice.

Late Fee: If any undisputed amount remains unpaid after the due date the Client shall pay interest at or the maximum rate permitted by law, whichever is less.

Term and Termination

Term Commencement Date: . Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party.

Confidentiality

Definition: "Confidential Information" means non-public information, whether oral, written or electronic, disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, system designs, source code, pricing, and customer lists.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know who are bound to protect confidentiality; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Exclusions and Duration: Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, or is received from a third party without restriction. Confidentiality obligations shall survive termination for years from the date of disclosure, except that trade secrets shall be protected as required by applicable law.

Intellectual Property

Ownership of Pre‑Existing Materials: Each party retains all right, title and interest in its pre-existing intellectual property. No license except as expressly set forth is granted under this Agreement.

Work Product: Unless otherwise agreed in writing, the Service Provider assigns to the Client all right, title and interest in deliverables that are custom-developed for the Client under this Agreement, subject to the Service Provider's right to use general tools, methodologies and know-how. If a limited license is intended instead of assignment, specify terms in the Scope of Work.

Representations, Warranties and Limitations

Each party represents that it has the right to enter into this Agreement. The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of ninety (90) days following acceptance. Except as expressly provided, services are provided "AS IS" and the Service Provider disclaims all other warranties to the fullest extent permitted by law.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality or indemnity obligations, neither party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid by the Client to the Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims alleging bodily injury, tangible property damage or infringement of third-party intellectual property rights to the extent caused by the indemnifying party's negligence or willful misconduct. The indemnified party shall provide prompt written notice of a claim and cooperate in the defense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute shall be in the state or federal courts located in that State.

Entire Agreement

This Agreement, including the Scope of Work and any attachments 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 oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices are effective upon receipt.

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