Business Software Contract

BUSINESS SOFTWARE CONTRACT

This Business Software Contract (the Agreement) is made effective as of Effective Date: by and between Provider Name: with principal address: and Client Name: with principal address: .

RECITALS

WHEREAS, Provider develops, licenses, configures and supports certain business software described as (the "Software"); and

WHEREAS, Client desires to engage Provider to deliver, implement and maintain the Software and to provide related services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Provider will perform the services and deliverables described below. Provider will exercise commercially reasonable efforts to meet agreed milestones and deliverables, and will assign qualified personnel to perform the services.

PAYMENT TERMS

Client shall pay Provider fees as set forth below. All fees are payable in U.S. dollars and are exclusive of applicable taxes unless otherwise stated.

Invoices are due and payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of services. Provider shall provide receipts or reasonable documentation for such expenses upon request.

TERM AND TERMINATION

This Agreement begins on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Section.

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

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, including any non-cancellable obligations.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information clearly designated as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or affiliates with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with reasonable efforts to limit or contest the disclosure.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY; LICENSE

Provider retains all right, title and interest in and to the Software, underlying source code, algorithms, templates and documentation, excluding any Client Data. Provider grants to Client a non-exclusive, non-transferable, revocable license to use the Software solely for Client's internal business operations in accordance with this Agreement and any license terms set forth in an exhibit or order.

Client retains ownership of Client Data. Provider is granted a limited right to use Client Data solely to provide the Services and to improve Provider's services in aggregated and anonymized form, provided such use does not identify Client or its end users.

WARRANTIES; DISCLAIMER

Provider warrants that it will perform services in a professional and workmanlike manner in accordance with industry standards. For any breach of this warranty, Client's sole and exclusive remedy shall be re-performance of the nonconforming services or, if Provider cannot substantially correct such nonconformity, a refund of fees paid for the nonconforming portion.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in accordance with the commercial arbitration rules applicable in the chosen forum, and judgment on the award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits, schedules and statements of work incorporated herein, 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. No modification, amendment, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

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