Business Tech Document

BUSINESS TECH DOCUMENT

This Business Technology Services Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires technology services and deliverables relating to software, systems integration, maintenance, and related advisory services for the business needs described below;

WHEREAS, Provider represents that it has the professional expertise, personnel, and resources to perform such services and to deliver the agreed deliverables in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the services and produce the deliverables described in detail below. Provider shall perform all services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth in this section in consideration for the services and deliverables provided.

All amounts are payable in lawful currency. Client is responsible for all taxes applicable to fees, excluding taxes based on Provider's net income. Provider shall invoice Client in accordance with the Payment Schedule and Client shall remit payment within the number of days specified above.

TERM AND TERMINATION

This Agreement commences on the Commencement Date and, unless earlier terminated as provided herein, will terminate on the Expiration Date set forth below.

Commencement Date:

Expiration Date:

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 specified above. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall use 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.

Confidentiality obligations do not apply to information that is or becomes publicly available without breach, was lawfully known to the Receiving Party prior to disclosure, is lawfully received from a third party without restriction, or is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Disclosure compelled by law is permitted only after notice to the Disclosing Party to allow the Disclosing Party to seek protective relief.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of Provider’s pre-existing intellectual property and tools. Client shall own the deliverables specifically produced for Client under this Agreement upon full payment, subject to Provider’s ownership of underlying tools, methodologies, and general know-how.

WARRANTY; LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional manner consistent with industry standards for a period of 30 days from delivery. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from breach of confidentiality or willful misconduct, the aggregate liability of either party for any claim arising under this Agreement shall not exceed the fees paid by Client to Provider in the 12 months preceding the claim.

NOTICES

All notices under this Agreement shall be in writing and shall be deemed given upon delivery by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may specify by notice in accordance with this section.

GOVERNING LAW; 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 first attempt in good faith to resolve any dispute through negotiation. If unresolved, disputes shall be finally resolved by binding arbitration in accordance with the commercial arbitration rules agreed by the parties.

ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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