Business Software Services Agreement

Business Software Services Agreement

Client Name:     Service Provider Name:     Effective Date:

WHEREAS

WHEREAS, Client desires to engage Service Provider to furnish software development, customization, integration, maintenance and related services for the business applications described in this Agreement; and

WHEREAS, Service Provider has represented that it possesses the expertise, personnel and resources necessary to deliver the Services in accordance with the terms, specifications and schedule set forth in this Agreement; and

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

Scope of Work

Payment Terms

The Client shall pay the Service Provider for Services performed in accordance with the following terms.

Invoices issued by Service Provider are payable within days of invoice date. All amounts are payable in lawful currency. Late payments shall accrue interest at the rate specified below and Service Provider may suspend performance for unpaid invoices after providing written notice.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, will continue until the End Date or completion of the Services.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days prior to termination. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold the other party's Confidential Information in strict confidence and shall not disclose such Confidential Information except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, that was rightfully in the Receiving Party's possession prior to disclosure, or that is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and provide written certification of such destruction upon request.

Intellectual Property

Unless otherwise expressly agreed in writing, Service Provider retains all right, title and interest in and to pre-existing software, tools, frameworks and methodologies used in performing the Services. Client shall receive a perpetual, non-exclusive, non-transferable license to use deliverables specifically identified as "Client Deliverables" upon full payment for the Services. Any third-party software incorporated into deliverables remains subject to the applicable third-party license terms.

Warranties; Limitation of Liability

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's sole and exclusive remedies for breach of this warranty shall be re-performance of the defective Services or, if Service Provider cannot cure the breach within a reasonable period, repayment of fees paid for the defective portion of the Services.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and reasonably cooperate in the defense and settlement thereof.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflict of law principles.

Notices

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

Force Majeure: Neither party shall be liable for delays or failures due to causes beyond its reasonable control, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

Entire Agreement

This Agreement, together with any appended statements of work and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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