Business TLM Upgrade

BUSINESS TLM UPGRADE AGREEMENT

This Business TLM Upgrade Agreement (the Agreement) is entered into as of by and between Service Provider: and Client: .

RECITALS

WHEREAS, Client operates a Technology Lifecycle Management system identified as (TLM System) and desires an upgrade to enhance performance, security, and feature set; and

WHEREAS, Service Provider represents that it has the technical capability and experience to perform the upgrade services described in this Agreement in accordance with the terms and schedules set forth below; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the upgrade, implementation, testing, and acceptance of the TLM System upgrade;

SCOPE OF WORK

Service Provider shall perform the services described in this Section (the Services). The Services shall include design, configuration, installation, testing, documentation, training, and go-live support necessary to complete the upgrade to version of the TLM System.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the following fee structure and schedule.

Unless otherwise agreed in writing, invoices are payable within days of invoice date. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in performing the Services.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (Disclosing Party) except as strictly necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business, technical and financial information, trade secrets, customer data, and system configurations. Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, or is independently developed without use of the other party's Confidential Information.

Upon termination or expiration of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction upon written request. The obligations in this section survive termination for a period of three (3) years, except with respect to trade secrets where protection shall continue as provided by law.

  Client Data and operational telemetry are expressly included within Confidential Information.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, the aggregate liability of Service Provider for any claim arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, punitive or special damages.

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. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, together with any statements of work and change orders executed hereunder, 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 oral or written. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

CHANGE ORDERS & ACCEPTANCE

Any change to the scope, schedule, or fees must be made by a written change order executed by authorized representatives of both parties. Acceptance of deliverables shall be governed by the acceptance criteria specified in the Detailed Scope and Deliverables; absent a timely rejection according to the acceptance procedure, deliverables shall be deemed accepted.

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