Business Source Files

BUSINESS SOURCE FILES

Effective Date:

Parties

Recitals

WHEREAS, Provider has created, compiled, and maintains certain business source files, data, documentation, technical materials, templates, and related digital assets that enable the operation, maintenance, modification, or replication of the Client's business processes and systems (collectively, the "Source Files");

WHEREAS, Client desires to obtain the Source Files from Provider under the terms and conditions set forth in this Agreement for Client's internal business use, subject to payment and confidentiality obligations; and

WHEREAS, Provider is willing to deliver the Source Files to Client on the terms set forth below, and the parties intend this instrument to govern ownership, delivery, confidentiality, payment, and permitted use of the Source Files.

Scope of Work

Provider shall prepare, assemble and deliver the Source Files described below and shall perform the limited preparatory work necessary to render the files usable by Client. Provider's obligations are limited to delivery of the Source Files in the agreed format and do not include ongoing support except as expressly stated in the Payment Terms. The parties agree that delivery and acceptance shall be governed by the Delivery and Acceptance provisions below.

Delivery and Acceptance

Provider shall deliver the Source Files in accordance with the delivery schedule below. Client shall have ten (10) business days following delivery to inspect and either accept the Source Files or provide a written list of material nonconformities. Failure to provide timely written notice shall constitute acceptance.

Use escrow service for Source Files:

Payment Terms

In consideration for the delivery of Source Files and related deliverables, Client shall pay Provider the fees set forth below. Provider shall not be obligated to deliver any Source Files until the applicable payment milestones have been satisfied as set forth in this section.

Late fee: . Provider may withhold delivery of Source Files until overdue amounts, including late fees and collection costs, are paid in full.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated as set forth herein, continues until all obligations of Provider and Client under this Agreement have been fulfilled.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for Source Files delivered and accepted prior to termination.

Confidentiality

All Source Files and any notes, analyses, or other materials derived therefrom are Confidential Information of Provider unless otherwise expressly designated in writing. Client shall (a) use Confidential Information solely for the purposes permitted by this Agreement; (b) restrict access to Confidential Information to employees, contractors, or agents who have a strict need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) not disclose Confidential Information to any third party without Provider's prior written consent.

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

Intellectual Property and Rights

Unless otherwise agreed in writing, Provider grants to Client a nonexclusive, nontransferable license to use the delivered Source Files for Client's internal business operations only. Title to any Provider pre-existing materials, general purpose tools, or third-party components included within the Source Files remains with Provider or the applicable third party, subject to the license expressly granted here.

Warranties; Indemnity; Liability

Provider warrants that it has the necessary rights to deliver the Source Files and to grant the license described herein. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOURCE FILES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party shall indemnify and hold the other harmless from third-party claims arising from the indemnifying party's breach of its representations or its willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including all attachments, schedules, and incorporated statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, proposals, and agreements. Any amendment or modification to this Agreement must be made in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice in accordance with this section. Notices are effective upon receipt.

Signatures

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