Business Systems Integrators Agreement

BUSINESS SYSTEMS INTEGRATORS AGREEMENT

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

Client Name:

Integrator Name:

Recitals

WHEREAS, Client is engaged in the business of operating and managing business operations and desires to obtain professional services to integrate software, hardware and related systems to improve Client's business systems; and

WHEREAS, Integrator is in the business of providing systems integration, implementation, customization, and consulting services and represents that it has the experience, personnel and resources required to perform the services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Integrator will perform services for Client.

1. Scope of Work

Integrator shall deliver services and deliverables as set forth in this Section and in any statement of work executed by the parties. Integrator's obligations include design, configuration, customization, testing, deployment, user training and post-deployment support as necessary to bring the systems into operational condition consistent with the agreed acceptance criteria.

2. Payment Terms

Client shall pay Integrator the fees described below in exchange for the services and deliverables rendered in accordance with this Agreement. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be issued by Integrator in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay invoices within thirty (30) days of receipt. Payments not made within the stated period shall accrue interest at the rate specified in the Late Payment Fee provision and Integrator may suspend performance after ten (10) days' written notice of nonpayment.

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.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period after receipt of written notice specifying the breach. Either party may terminate for insolvency, bankruptcy, or assignment for the benefit of creditors upon written notice.

4. Confidentiality

Each party (Recipient) shall keep confidential and not disclose to any third party any Confidential Information of the other party (Discloser) except as required to perform obligations under this Agreement. Confidential Information means non-public information disclosed in writing or orally identified as confidential. Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of Recipient; (b) was known to Recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

5. Intellectual Property

Unless otherwise agreed in writing, Integrator shall retain ownership of pre-existing tools, libraries and methodologies (Integrator Background IP). Upon full payment, Integrator assigns to Client all right, title and interest in and to its deliverables specifically created for Client under this Agreement, excluding Integrator Background IP, which Integrator hereby licenses to Client on a perpetual, non-exclusive, worldwide, royalty-free basis solely to use the deliverables for Client's business operations.

6. Warranties, Limitation of Liability and Indemnification

Integrator warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS SET FORTH IN THIS SECTION, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Neither party shall be liable to the other for indirect, incidental, consequential or punitive damages, except liability arising from willful misconduct or gross negligence. The aggregate liability of Integrator under this Agreement shall not exceed the total fees paid by Client to Integrator in the twelve (12) months preceding the claim.

7. Independent Contractor; Taxes

Integrator is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency. Integrator is responsible for all employment taxes and other liabilities related to its personnel.

8. Notices

Notices required by this Agreement shall be in writing and delivered to the respective Notice Address and shall be effective upon personal delivery, the next business day after deposit with a nationally recognized overnight courier, or three (3) business days after mailing by certified mail.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Governing Law state, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes.

10. Entire Agreement; Amendment

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

11. Miscellaneous

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Sign Now