Business Technology Document

BUSINESS TECHNOLOGY AGREEMENT

This Business Technology Agreement ("Agreement") is entered into as of between Client Name: , having its principal place of business at and Provider Name: , having its principal place of business at .

WHEREAS

WHEREAS, Client requires certain technology services and deliverables to support its business operations, including but not limited to software development, systems integration, configuration, and ongoing support; and

WHEREAS, Provider represents that it possesses the technical expertise, personnel, and resources necessary to perform the services described in this Agreement in a professional manner consistent with industry standards; and

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

1. SCOPE OF WORK

Deliverables shall include those items and milestones specifically identified in the Scope of Work above and any subsequent written statements of work executed by the parties. Provider shall perform the services in a timely and workmanlike manner and shall assign qualified personnel to perform the services.

2. PAYMENT TERMS

Client shall pay Provider the Total Fee in accordance with the Payment Schedule. Unless otherwise stated, all amounts are payable within thirty (30) days of invoice. Provider may require an initial deposit of or of the Total Fee prior to commencement of work.

Any undisputed amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. In addition to interest, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts. Late fee rate:

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Upon termination, Provider shall invoice Client for all services performed and expenses incurred through the termination date; Client shall pay all undisputed amounts within thirty (30) days.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those employees, contractors, and agents with a need to know, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care.

Upon termination or expiration of this Agreement, the receiving party shall, at disclosing party's election, either return or destroy all Confidential Information and certify destruction upon request, except to the extent retention is required by applicable law for a period not to exceed ninety (90) days.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Provider grants to Client a non-exclusive, non-transferable, worldwide license to use the deliverables for Client's internal business purposes. Provider retains ownership of Provider's pre-existing materials, tools, methodologies, and general know-how. Any custom-developed software or works made for hire shall vest in Client upon full payment; to the extent ownership cannot be assigned, Provider hereby grants Client a perpetual, irrevocable, royalty-free license to use such works for their intended business purpose.

6. WARRANTIES, LIMITATIONS AND INDEMNITY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of ninety (90) days following delivery. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. Provider's aggregate liability for damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

7. CHANGE ORDERS

Any change to the Scope of Work, schedule, or fees shall be documented in a written change order signed by authorized representatives of both parties. Provider shall not be required to perform work outside the scope until a change order is executed.

8. DATA PROTECTION AND COMPLIANCE

Each party shall comply with applicable privacy and data protection laws in the performance of this Agreement. Provider shall implement reasonable technical and organizational measures to protect Client data against unauthorized access, loss, or disclosure. Any breach involving Client data shall be reported to Client without undue delay.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State specified above, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

10. ENTIRE AGREEMENT

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

11. NOTICES

SIGNATURES

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