Business Software Agreement

Business Software Agreement

This Business Software Agreement ("Agreement") is entered into as of Day: Month: Year: by and between Client Name: with principal address at (the "Client"), and Provider Name: with principal address at (the "Provider").

RECITALS

WHEREAS, Provider has developed, maintains, and licenses software, related documentation and services described herein and has the expertise to provide customization, implementation and support services; and

WHEREAS, Client desires to license and procure from Provider certain software, custom development, implementation and support services for Client's internal business operations under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide such license, services and support to Client on the terms and conditions set forth below.

1. SCOPE OF WORK

Provider shall deliver the software, customizations and services described in the Scope of Work in a professional and workmanlike manner consistent with industry standards. Deliverables, acceptance criteria, milestones and any third-party components required for operation shall be set forth in the Scope of Work and appendices attached hereto.

2. LICENSE AND OWNERSHIP

Subject to Client's payment of fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, non-sublicensable license to use the object code of the software solely for Client's internal business purposes during the Term. Provider and its licensors retain all right, title and interest in and to the software, underlying source code, and all intellectual property rights therein. Client shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code except to the extent permitted by applicable law.

3. PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the license, implementation and services described in this Agreement.

All amounts are payable in the currency agreed above and are exclusive of taxes. Client is responsible for all applicable sales, use, value-added and similar taxes, excluding taxes based on Provider's net income. Invoices are due within the payment terms specified in the Payment Schedule. Provider may suspend performance for undisputed amounts that are more than thirty (30) days overdue following written notice.

4. TERM AND TERMINATION

Either party may terminate this Agreement for the other's material breach if such breach remains uncured thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay for all work performed and expenses incurred through the effective date of termination. Upon expiration or termination, Client shall cease use of licensed software and, where requested by Provider, return or destroy confidential materials and certify destruction in writing.

5. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, including software, source code, business plans, technical data, pricing, and customer information. The receiving party shall: (a) hold Confidential Information in confidence with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or affiliates on a need-to-know basis who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was known to the receiving party prior to disclosure without restriction; (iii) was rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. obligations of confidentiality shall survive termination for a period of unless a longer period is required by applicable law with respect to trade secrets.

6. WARRANTIES; DISCLAIMER

Provider warrants that (a) it has the right to grant the license and to perform the services set forth in this Agreement; and (b) the software will materially conform to the functional specifications set forth in the Scope of Work during the Warranty Period of following acceptance. Client's sole and exclusive remedy for breach of this warranty shall be correction of non-conforming software, or if Provider cannot correct within a reasonable period, termination of the license and refund of unearned fees attributable to the non-conforming portion.

EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR FROM WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

8. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

10. ASSIGNMENT; ENTIRE AGREEMENT

Neither party may assign its rights or delegate its obligations under 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. This Agreement, including the Scope of Work and any signed appendices, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to the subject matter hereof. Any amendment must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

The failure of either party to enforce any right under this Agreement shall not constitute a waiver of that right. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties shall execute further instruments and take such other actions as may be reasonably necessary to effectuate the purposes of this Agreement.

Sign Now