Business System Enhancements

Business System Enhancements Agreement

This Business System Enhancements Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client operates business systems and technology platforms for which Client desires targeted enhancements, integrations, and performance improvements; and

WHEREAS, Contractor represents that it possesses the technical expertise, personnel, and resources to perform the enhancements described in this Agreement and agrees to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Payment Terms

Total Fee: $ payable in accordance with the Payment Schedule below. All fees are payable in United States Dollars unless otherwise agreed in writing.

Invoicing: Contractor shall submit invoices to Client in accordance with the schedule above. Client shall pay undisputed invoices within days of receipt.

Late Payment: Any past-due amount shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Late fees apply to unpaid principal only.

Expenses: Client shall reimburse Contractor for preapproved out-of-pocket expenses incurred in connection with performance. Reimbursement requires submission of receipts and shall be payable within the same payment period as invoices.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Contractor shall deliver all work in progress and final deliverables for which Client has paid. Client shall pay Contractor within the invoice period for all undisputed fees and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination, including Confidentiality, Intellectual Property, Payment, Indemnification, and Governing Law shall continue in effect.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by either party relating to business operations, systems, source code, designs, specifications, strategies, customer data, and other proprietary information, whether disclosed orally, visually or in writing.

Obligations: The receiving party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict disclosure to employees, subcontractors, or agents with a need to know and subject to confidentiality obligations no less protective than those herein, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was rightfully known to the receiving party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of Confidential Information.

Duration: The obligations of confidentiality shall survive termination for a period of years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Ownership of Preexisting Materials: Each party retains all right, title, and interest in and to its preexisting intellectual property. Contractor grants Client a nonexclusive, worldwide, perpetual license to any Contractor preexisting software that is embedded in the Deliverables solely to the extent necessary for Client's internal use of the Deliverables.

Work Product: Except as expressly provided above, all deliverables, custom code, documentation and materials developed by Contractor specifically for Client under this Agreement ("Work Product") shall be deemed a work made for hire and, to the extent not so deemed, Contractor assigns to Client all right, title and interest in such Work Product upon full payment of fees due for that Work Product. Contractor may retain copies for archival purposes but shall not use or disclose Client-specific Work Product for other clients without Client's prior written consent.

Warranties; Liability

Contractor warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. Contractor does not warrant that the services will be error-free or uninterrupted. Client's sole and exclusive remedy for breach of the foregoing warranty shall be re-performance of the nonconforming services at Contractor's expense.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or Contractor's breach of confidentiality or indemnification obligations, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement in the twelve (12) months preceding the claim.

Indemnification

Contractor shall defend, indemnify and hold harmless Client from and against any third-party claims alleging that the Work Product, as delivered and used within the scope of this Agreement, infringes such third party's intellectual property rights, provided that Client (i) promptly notifies Contractor in writing of any such claim, (ii) gives Contractor sole control of the defense and settlement, and (iii) cooperates reasonably with Contractor. Client shall indemnify Contractor for Client's misuse of the Work Product or Client-provided materials.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties consent to the exclusive jurisdiction and venue of state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement

This Agreement, together with any exhibits and appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign to an acquiring entity in connection with a merger, acquisition or sale of substantially all of its assets.

Notices: Notices shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing. Notices shall be deemed given upon personal delivery, two business days after delivery to an internationally recognized overnight courier, or five business days after deposit in the mail if sent first-class postage prepaid.

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