Business Technology Agreement

BUSINESS TECHNOLOGY AGREEMENT

This Business Technology Agreement ("Agreement") is entered into as of , by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client engages in business operations for which information technology, software, systems integration and related professional services are required; and

WHEREAS, Provider represents that it has the experience, personnel and technical capacity to provide the technology services and deliverables described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment and ownership of technology services and deliverables.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below in accordance with the terms of this Agreement. The scope may include system design, software development, configuration, testing, deployment, integration, training and support.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the performance of the Scope of Work. Unless otherwise agreed in writing, fees are exclusive of taxes and expenses which shall be Client's responsibility.

Wire transfer Check ACH / Electronic transfer

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 material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for services performed and accepted prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that is: (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) limit access to Confidential Information to personnel having a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) take reasonable administrative and technical measures to protect Confidential Information from unauthorized access or disclosure.

INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, each party retains ownership of its pre-existing intellectual property. Provider shall retain ownership of Provider's pre-existing tools, frameworks and methodologies. Except as otherwise set forth in this Agreement, rights in Deliverables specifically commissioned and paid for under this Agreement shall be assigned to Client upon full payment; provided, however, that Provider is granted a perpetual, non-exclusive, royalty-free license to use general knowledge, skills and non-Client-specific ideas developed in connection with performing the Services.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain administrative, physical and technical safeguards consistent with industry standards to protect Client Data against unauthorized access, disclosure, alteration or destruction. Provider shall promptly notify Client of any security incident affecting Client Data and shall cooperate in remediation. Provider's notification obligation for confirmed security incidents shall be within hours of discovery.

WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY

Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's willful misconduct, negligence or breach of its confidentiality or data protection obligations. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense at the indemnifying party's expense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attached Statements of Work, exhibits or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and signed 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 below or to such other address as a party may specify in writing in accordance with this section.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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