Business Software Document

BUSINESS SOFTWARE AGREEMENT

This Business Software Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client desires to obtain from Provider certain software development, customization, license and implementation services described herein; and

WHEREAS, Provider represents that it has the experience, personnel, and technical ability to deliver software and related services, and is willing to provide such services to Client on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to development, licensing, support, and delivery of the software product and related services.

SCOPE OF WORK

Provider shall perform the work in accordance with the milestones and acceptance criteria set forth in the Description of Services. Changes to the Scope of Work shall be made only by a written change order signed by authorized representatives of both parties specifying any adjustments to price and schedule.

PAYMENT TERMS

Client will pay all undisputed invoices within days of the invoice date. All amounts are payable in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and 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 such breach within days after receipt of written notice specifying the breach. Client may immediately terminate for Provider insolvency, assignment for the benefit of creditors, or appointment of a receiver for Provider.

Upon termination for any reason, Provider shall deliver to Client all work in progress and any materials reasonably necessary for Client to migrate to another provider. Client shall pay Provider for services performed and accepted through the effective date of termination and for reasonable termination assistance performed under a transition statement of work.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party, whether marked confidential or not, including business plans, customer data, software source code, designs, trade secrets, and pricing. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is received from a third party without breach of an obligation, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and cooperates in seeking a protective order.

Each party agrees to (a) use Confidential Information only for performance under this Agreement, (b) restrict disclosure to its employees or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, and (c) take commercially reasonable measures to protect the confidentiality of such information. Breach of this confidentiality obligation may cause irreparable harm for which monetary damages may be inadequate; accordingly, the non-breaching party shall be entitled to injunctive relief in addition to other remedies.

INTELLECTUAL PROPERTY

Ownership: Provider retains all right, title and interest in and to Provider's pre-existing software, tools, libraries, techniques, and other intellectual property developed outside the scope of this Agreement ("Provider IP"). Client retains all right, title and interest in and to Client's pre-existing materials and data provided to Provider.

Deliverables: Subject to Client's payment of all fees due, Provider grants Client a non-exclusive, non-transferable, worldwide license to use the delivered object code of the specific software deliverables described in the Scope of Work for Client's internal business purposes. Source code, unless expressly identified in the Scope of Work as included, remains Provider IP.

WARRANTY; LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional and workmanlike manner and that, for a period of thirty (30) days after acceptance, materially defective deliverables will be corrected at no additional charge. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY: IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

SUPPORT AND MAINTENANCE

If support and maintenance services are provided, they shall be described in the Scope of Work and billed in accordance with the Payment Schedule. Provider shall use commercially reasonable efforts to respond to severity level 1 incidents within of notification.

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 in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration in accordance with commercially reasonable arbitration procedures, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification shall be binding unless in a writing signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a valid substitute provision consistent with the parties' intent.

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