Business Tool Selection

BUSINESS TOOL SELECTION AND SERVICES AGREEMENT

This Business Tool Selection and Services Agreement is entered into as of by and between:

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client requires assistance in evaluating, selecting, and procuring business software, tools, platforms and related services (collectively, "Tools") suitable to Client's operational, security and budgetary requirements; and

WHEREAS, Provider represents that it has the experience and expertise to provide impartial selection advisory services, vendor negotiations, and implementation recommendations for the Tools; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows.

1. SCOPE OF WORK

Provider shall perform the following services for Client: evaluate business requirements, identify candidate Tools, prepare comparative analyses, provide vendor recommendations, prepare procurement and implementation checklists, and advise on license and subscription terms. Provider shall not be responsible for the final procurement contract negotiations unless expressly engaged in writing.

2. TOOL SELECTION (ITEMIZATION)

The parties identify the initial candidate Tools below. Provider will provide selection analysis and final recommendation for any Tool checked and described.

Additional candidate Tools may be appended by mutual written consent. Provider's analysis will consider total cost of ownership, integration requirements, security posture, and vendor stability.

3. PAYMENT TERMS

Client shall pay Provider for the Services as follows.

One-time fee due within days of invoice.

Monthly subscription: Client shall pay per month on or before day of each month.

Milestone payments per the accepted deliverable schedule set forth in the Scope of Work.

Overdue payments shall incur a late fee of per month on the unpaid balance, or the maximum lawful rate if less. Provider may suspend Services for unpaid amounts after ten (10) days' written notice.

4. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations accrued prior to termination.

5. CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would consider confidential under the circumstances. Each party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care; (b) use Confidential Information only for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations no less protective than this Section. Confidentiality obligations shall survive termination for three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

By checking this box, the signing party acknowledges and agrees to the confidentiality obligations set forth above.

6. INTELLECTUAL PROPERTY; LICENSES

Provider shall retain ownership of its pre-existing materials, methodologies, templates and tools. Client shall retain ownership of Client Data. Provider grants Client a non-exclusive, non-transferable license to Provider deliverables solely for Client's internal business purposes, subject to full payment of fees. Any third-party software or Tools recommended may be subject to separate vendor licenses to be negotiated between Client and the applicable vendor; Provider shall not become a party to such vendor license unless expressly agreed in writing.

7. LIMITATION OF LIABILITY

Except for breach of confidentiality or willful misconduct, neither party shall be liable to the other for incidental, consequential, exemplary or punitive damages. The aggregate liability of either party arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law.

9. ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. NOTICES

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remainder shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship. No waiver shall be effective unless in writing signed by the waiving party.

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