Business System Replacement

BUSINESS SYSTEM REPLACEMENT AGREEMENT

This Business System Replacement Agreement (the Agreement) is made and entered into as of by and between:

WHEREAS

WHEREAS, Client currently operates an existing business system known as that is to be replaced to achieve improvements in operational performance, security, or compliance; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to design, implement, migrate and commission a replacement business system identified as in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality and other material terms governing the replacement and transition of Client's business system.

1. SCOPE OF WORK

Service Provider shall perform the work described below (the Services). The Services include system design, data migration, configuration, testing, user training, acceptance testing, and post-deployment support as further specified in the Scope of Work.

2. PAYMENT TERMS

Client shall pay Service Provider the total fixed fee of (the Total Fee) in accordance with the schedule below. All amounts are stated in United States dollars unless otherwise agreed in writing.

Payments shall be due within days of invoice unless otherwise agreed. Overdue amounts shall accrue interest or late charges as set forth below.

If payment remains unpaid for more than days following invoice, Service Provider may suspend Services after notice to Client, and Client shall remain liable for any costs of suspension or recommencement.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party upon written notice if the breach remains uncured for the notice period set forth above. Termination for insolvency, bankruptcy or ceasing of business shall be immediate upon written notice.

4. CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence all non-public information disclosed by the other party (Discloser) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information includes business and technical information, system architecture, data mappings, customer data, pricing, and trade secrets.

Recipient shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict access to Confidential Information to employees, agents or subcontractors with a need to know and who are bound by obligations of confidentiality at least as protective as those herein; and (c) not disclose Confidential Information to any third party except as required by law, provided Recipient gives Discloser prompt written notice and uses reasonable efforts to obtain confidential treatment.

Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy Discloser’s Confidential Information and certify destruction if requested. The obligations in this Section shall survive termination for a period of five (5) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

5. LIABILITY AND INSURANCE

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for incidental, special, consequential or punitive damages. Each party's aggregate liability for all claims arising out of or related to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Service Provider shall maintain commercially reasonable insurance appropriate to its obligations and shall provide evidence of such insurance upon reasonable request.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

7. ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be effective unless executed in writing by authorized representatives of both parties.

8. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other addresses as either party designates in writing.

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