Business Tech Upgrade Form

BUSINESS TECH UPGRADE AGREEMENT

This Business Tech Upgrade Agreement (the Agreement) is made effective as of between:

Client Name:

Contractor Name:

WHEREAS

WHEREAS, Client desires to upgrade, replace, and integrate specified technology systems, hardware, and software to improve operational capability and security; and

WHEREAS, Contractor represents that it has the experience, personnel, and resources necessary to perform technology upgrade services described herein under the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other material terms governing the upgrade project.

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, configuration, testing, and documentation necessary to complete the technology upgrade described below in accordance with industry standards and good commercial practice. Major deliverables will include equipment procurement, installation, configuration, data migration, and personnel training.

PAYMENT TERMS

Total Project Fee: $

Deposit Required: $   Balance Due Upon:

Late Payment Fee:   Invoices not disputed in writing within days of receipt shall be deemed accepted.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until completion of the services or until , unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after receipt of written notice. Either party may terminate for convenience upon prior written notice of days. Upon termination Client shall pay for all work performed and non-cancellable commitments made prior to termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive or have access to confidential information of the other party ("Confidential Information"). Confidential Information shall include, without limitation, trade secrets, technical and business information, system architecture, customer data, and security procedures. The receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to those employees, subcontractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) employ commercially reasonable measures to protect Confidential Information from unauthorized access, use, or disclosure. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY

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 Contractor under this Agreement. In no event shall either party be liable for incidental, consequential, punitive, or special damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. Exclusive venue for any dispute shall be in the courts located within that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any attachments, schedules, and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

WARRANTIES; SERVICE PERIOD

Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of months from final acceptance. Contractor's obligation under this warranty shall be limited to repair or replacement of nonconforming services or deliverables at Contractor's expense. This warranty does not apply to defects resulting from Client's misuse, unauthorized modification, or third-party products not supplied by Contractor.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or successor in interest.

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