Business System Update

BUSINESS SYSTEM UPDATE

Effective Date:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

RECITALS

WHEREAS, Client operates certain business operations and systems requiring periodic updates, maintenance, and integration (the "Business System"); and

WHEREAS, Provider represents that it possesses the expertise, personnel and resources necessary to perform a Business System Update as described in this Agreement; and

WHEREAS, the parties desire to set forth the terms by which Provider will perform the update, and Client will compensate Provider, under the terms and conditions set forth herein.

SCOPE OF WORK

Provider shall perform the Business System Update described below. Deliverables, tasks, and acceptance criteria are required to be documented and signed off by Client.

Primary System(s) Affected:

PAYMENT TERMS

Compensation for the Services will be as follows. Unless otherwise stated, amounts are exclusive of applicable taxes and withholding.

Fixed price    Time and materials

Amounts not paid within days of invoice shall incur interest at or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience by providing written notice at least days prior to the intended termination date. Termination for material breach shall be effective if the breaching party fails to cure the breach within days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential. Each party shall: (i) use Confidential Information solely for performance under this Agreement; (ii) restrict disclosure to those employees, contractors or agents who need access to perform obligations and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidentiality obligations survive termination for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets.

INTELLECTUAL PROPERTY; CHANGE ORDERS

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, perpetual license to any deliverable materials created specifically for Client under this Agreement. Provider retains ownership of pre-existing tools, methodologies, and intellectual property used to perform the Services.

Any change in scope, schedule, or price shall be authorized only by a written change order signed by both parties which specifies the change, adjustment to fees, and revised schedule.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, or punitive damages.

Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's breach of representations, gross negligence, or willful misconduct in performing the Services. Client shall indemnify and hold Provider harmless for claims arising from Client-provided data, instructions, or breaches of law by Client.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties will attempt to resolve disputes through good faith negotiation prior to initiating litigation.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that entering into this Agreement will not violate any other agreement by which it is bound.

Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

MISCELLANEOUS

If any provision of this Agreement is found unenforceable, the remainder shall remain in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture, or agency relationship.

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