Business Systems Agreement

Business Systems Agreement

This Business Systems Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client operates business operations that require the design, implementation, and maintenance of certain business systems and associated integrations; and

WHEREAS, Service Provider has represented that it possesses the experience, personnel, and technical capability to provide design, implementation, customization, training, and maintenance of such business systems; and

WHEREAS, the parties desire to set forth the terms and conditions pursuant to which the Service Provider will provide the systems services described herein.

Scope of Work

Service Provider will perform the services described below. The parties agree that the following description constitutes the primary obligations of the Service Provider. Changes to the scope shall be documented in writing and signed by authorized representatives of both parties prior to performance.

Payment Terms

In consideration of the services provided by Service Provider, Client shall pay fees as set forth below. All amounts are in U.S. dollars unless otherwise stated.

All invoices are payable within days of invoice date unless otherwise agreed in writing. Payments not received within that period shall accrue a late fee of or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and non-cancellable commitments incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party (the Discloser) to the other (the Recipient), whether oral, written, electronic, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, software, trade secrets, customer lists, pricing, and system architecture.

Recipient shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors, and agents with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

The obligations in this section shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement by Recipient; (ii) is already in Recipient's possession without restriction as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Upon termination or upon Discloser's written request, Recipient shall promptly return or destroy Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law, in which case such Confidential Information shall remain subject to the confidentiality obligations herein.

Recipient acknowledges that unauthorized disclosure or use of Discloser's Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and Discloser shall be entitled to seek injunctive relief and any other equitable remedies in addition to monetary damages.

Intellectual Property and Licenses

Unless otherwise expressly agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools used in the performance of the services ("Provider IP"). Client shall own deliverables that are custom work products created specifically for Client under this Agreement ("Client Deliverables"), subject to Service Provider's ownership of Provider IP and any third-party software or open source components. To the extent Service Provider supplies software or code, Service Provider grants Client a non-exclusive, non-transferable license to use such software solely for Client's internal business purposes as set forth in this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct, fraud, or a breach of confidentiality, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, special, exemplary, or punitive damages.

Governing Law and 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 disputes through negotiation for a period of thirty (30) days prior to initiating litigation. If litigation is necessary, the parties submit to the exclusive jurisdiction of the state and federal courts located in the governing state.

Entire Agreement; Amendments

This Agreement, together with any exhibits and written change orders signed by authorized representatives of both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices shall be deemed effective upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an agency, partnership, or joint venture between them. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Execution

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date first written above.

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