Business Technology Solutions Template

BUSINESS TECHNOLOGY SOLUTIONS AGREEMENT

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Client desires to procure technology consulting, implementation, integration, customization and ongoing support services described in this Agreement; and

WHEREAS, Provider represents that it has the skills, personnel and resources necessary to perform the services set forth in this Agreement and is willing to provide such services to Client on the terms and conditions contained herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the services, deliverables and payment for services;

Scope of Work

Provider shall perform the work described above in a professional manner consistent with industry standards and in accordance with any written schedules or milestones agreed in writing by the Parties.

Payment Terms

All fees are payable in United States dollars unless otherwise agreed. Provider may suspend performance if Client fails to pay undisputed amounts within fourteen (14) days after written notice of nonpayment. Client shall reimburse Provider for reasonable collection costs and interest on overdue amounts at the rate set forth above.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments.

Confidentiality

Each Party (the Receiving Party) shall hold in confidence and shall not use or disclose any Confidential Information of the other Party (the Disclosing Party) except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical and financial information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential.

The obligations in this section shall survive termination of this Agreement for the period specified above, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Ownership of Deliverables and Intellectual Property

Unless otherwise agreed in writing, Provider retains all rights, title and interest in pre-existing materials, tools, code libraries, methodologies and know-how used in performing the services. Upon payment in full of all amounts due under this Agreement, Provider shall assign to Client all right, title and interest in the specific final deliverables created exclusively for Client under this Agreement, to the extent assignable.

Provider grants Client a perpetual, non-exclusive, non-transferable license to use any Provider materials retained by Client only for Client's internal business purposes. Provider may also retain copies of work product for archival and compliance purposes.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each Party's aggregate liability under this Agreement shall not exceed the Liability Cap Amount set forth above. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES.

Insurance

Provider shall maintain commercially reasonable insurance coverage, including general liability and professional liability, in amounts customary for providers of similar services. Upon Client's request, Provider will provide evidence of insurance coverage.

Notices

Notices shall be in writing and shall be deemed given when delivered personally, sent by courier, or three (3) business days after deposit in the United States mail, postage prepaid, to the addresses set forth above or to such other address as a Party may designate in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State specified above without regard to conflict of laws principles. The Parties agree that disputes shall be resolved in the state or federal courts located in that jurisdiction.

Entire Agreement

This Agreement, together with any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by both Parties.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business assets.

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