Business SQL Document

BUSINESS SQL DOCUMENT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, the Client requires services related to the design, development, optimization, migration, maintenance, and support of Structured Query Language (SQL) database systems and associated query and reporting procedures (the "Services");

WHEREAS, the Provider represents that it possesses the technical expertise, personnel, and resources necessary to perform the Services in accordance with the terms of this Business SQL Document (the "Agreement");

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality, and other material terms governing the relationship between the parties.

Scope of Work

The Provider shall perform the Services described below and in any attached statements of work. Tasks may include database schema design, SQL query development and optimization, stored procedure creation, data migration, backup and restore strategies, performance tuning, indexing strategy, and implementation of security and access controls.

Payment Terms

The Client shall pay the Provider for the Services in accordance with the following terms. All payments are due in U.S. dollars unless otherwise agreed in writing. The Provider shall submit invoices in the form and frequency set forth below.

Provider shall submit invoices to Client upon achievement of milestones or monthly for ongoing work. Client shall remit payment within days of receipt of a properly documented invoice.

Any undisputed late payment shall accrue interest at the lesser of percent per month or the maximum rate permitted by law. In addition, Client shall be responsible for reasonable collection costs and attorney fees incurred by Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date or until earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above. Provider may suspend performance if Client fails to timely pay undisputed invoices and shall not be liable for damages arising from such suspension.

Confidentiality

Each party agrees that all non-public information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information") shall be held in confidence and used only to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is lawfully received from a third party without breach, or is independently developed without use of the other party’s Confidential Information.

Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of Client data, including access controls, encryption at rest and in transit where feasible, and secure credential management. Provider shall promptly notify Client of any unauthorized access or data breach affecting Client data.

Ownership; License; Data

Client retains all right, title and interest in and to its data. Provider shall have a limited, non-exclusive, non-transferable license to use Client data solely to perform the Services. Provider assigns to Client all right, title and interest in custom code, database schemas, queries, stored procedures, reports, and related deliverables specifically developed for Client under this Agreement, subject to Client’s payment of all amounts due. Provider may retain and use general ideas, know-how, and techniques developed in providing the Services so long as such use does not disclose Client Confidential Information.

Warranties and Disclaimers

Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of the foregoing warranty, Client’s exclusive remedy and Provider’s sole obligation shall be for Provider to re-perform the deficient Services. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER PROVIDES THE SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

Neither party shall be liable for special, incidental, consequential, punitive, or indirect damages arising out of or related to this Agreement, even if advised of the possibility of such damages. The aggregate liability of Provider for any and all claims arising out of or relating to this Agreement shall not exceed the amounts actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Change Orders

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts of the governing state.

Entire Agreement; Amendments

This Agreement, together with any statements of work and change orders executed in accordance with its terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, understandings, and agreements. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth above or to such other address as either party may designate in writing.

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