Business Technology Contract

BUSINESS TECHNOLOGY CONTRACT

This Business Technology Contract (the Agreement) is entered into by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider possesses technical expertise and personnel necessary to design, develop, implement and maintain technology systems, software, integrations and related services (the Services); and

WHEREAS, Client desires to engage Service Provider to perform the Services described herein and Service Provider agrees to provide such Services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement set forth all material terms governing the relationship, payment and allocation of rights between the parties.

SCOPE OF WORK

Service Provider will provide technology services, deliverables and milestones as described below. The Services shall include development, configuration, testing, deployment, documentation and training as applicable. Any modification to the Scope of Work must be made in writing and signed by authorized representatives of both parties and may be subject to additional fees.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the schedule below. All amounts are payable in United States Dollars unless otherwise agreed in writing. Invoices shall state the work performed, applicable milestones and any pre-approved reimbursable expenses.

Invoices are payable within days of receipt. Late payments shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. Client is responsible for all reasonable collection costs, including attorneys' fees, for unpaid amounts.

Electronic invoice to billing contact Paper invoice by mail

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the End Date or until earlier terminated in accordance with this Section.

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 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is marked confidential or would reasonably be understood to be confidential given its nature. Each recipient shall (a) use Confidential Information solely for performance under this Agreement, (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement, and (c) exercise at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of recipient; (ii) was rightfully in recipient's possession prior to disclosure; (iii) is independently developed by recipient without use of Confidential Information; or (iv) is rightfully obtained by recipient from a third party without breach of any obligation of confidentiality.

Upon termination or upon request, recipient shall promptly return or destroy all Confidential Information and certify destruction if requested in writing.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property, tools, methodologies and software (Background IP). Subject to full payment of all fees due, Service Provider grants Client a non-exclusive, non-transferable license to use Deliverables for Client's internal business purposes. Ownership of any custom-developed source code, documentation and deliverables shall be as follows: Client shall own deliverables that are expressly identified as Client-owned in a written statement signed by both parties; otherwise Service Provider retains ownership and grants Client a perpetual license to use such deliverables for the purposes contemplated by this Agreement.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, Service Provider disclaims all other warranties, express or implied. In no event shall either party be liable for incidental, consequential, special or punitive damages. The parties' aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive venue for any dispute shall be in the state or federal courts located in the county of such State.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Neither party shall assign this Agreement without the prior written consent of the other, except to an entity that acquires substantially all of its assets or equity. If any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force. Notices shall be in writing and delivered to the addresses set forth below or as otherwise designated in writing.

ACCEPTANCE OF DELIVERABLES

Deliverables shall be deemed accepted if Client does not provide written notice of rejection specifying material non-conformities within days after delivery. If Client rejects deliverables, Service Provider shall remedy the non-conformities as set forth in the applicable statement of work.

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