Business Timing Tools

BUSINESS TIMING TOOLS AGREEMENT

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

WHEREAS

WHEREAS, Provider has developed and offers business timing tools, scheduling algorithms, software modules, templates and related professional services designed to improve operational timing, scheduling accuracy, and resource allocation ("Timing Tools"); and

WHEREAS, Client desires to engage Provider to implement, configure and provide ongoing support for the Timing Tools, and Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the fees set forth below for the services and deliverables described in the Scope of Work.

Late payments will accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Client is responsible for all reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: , unless 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 immediately for material breach if the breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of the obligation to pay for services rendered and work performed up to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party 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, including trade secrets, business plans, customer lists, pricing, algorithms and source code related to the Timing Tools.

Each receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Timing Tools, including all modifications, improvements and derivative works, and all intellectual property rights therein, except as expressly licensed to Client herein. Provider grants Client a non-exclusive, non-transferable, revocable license to use the Timing Tools solely for Client's internal business operations and only for the duration of this Agreement, subject to payment in full of all fees.

Client retains ownership of Client data. Provider may use anonymized, aggregated data derived from Client data for product improvement, provided such data cannot be reasonably associated with Client or identifiable individuals.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Client's sole and exclusive remedy shall be re-performance of the services or, if Provider fails to re-perform, refund of the fees paid for the deficient services.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF CONFIDENTIALITY OR INFRINGEMENT INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Provider shall indemnify and hold Client harmless from any third-party claim that the Timing Tools as delivered infringe a valid United States patent, copyright or trade secret, provided Provider is notified promptly in writing and given sole control of the defense and settlement of such claim. Client shall indemnify and hold Provider harmless from claims arising out of Client's misuse of the Timing Tools or Client data.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, or interruption of telecommunications or power services; provided that the affected party uses commercially reasonable efforts to resume performance.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate by notice.

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, including all exhibits and attachments, 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 or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or 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, 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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