Business Upgrade Agreement EMFace

Business Upgrade Agreement EMFace

This Business Upgrade Agreement EMFace (the Agreement) is made and entered into as of by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client operates a business and desires to obtain an upgrade to its EMFace system and related services as described herein; and

WHEREAS, Service Provider is duly qualified and experienced to perform upgrades, integrations, configuration, testing, and training related to the EMFace product and has agreed to perform such services for Client under the terms and conditions of this Agreement.

SCOPE OF WORK

Service Provider will perform the upgrade described below. The work will include any custom integrations, configuration changes, data migration, acceptance testing, and training expressly identified in the scope. Any additional services must be agreed in writing and billed pursuant to the Payment Terms.

PAYMENT TERMS

The total fee for the Upgrade Services (Upgrade Fee) and related payments are as follows. Client shall pay all amounts in United States dollars unless otherwise agreed in writing.

Any undisputed amount not received within days of its due date shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law. Client is responsible for all reasonable collection costs, including attorney fees, incurred by Service Provider in collecting past-due amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date or until completion of the Scope of Work, whichever is later.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party does not cure the breach within days after receipt of written notice specifying the breach. Additionally, either party may terminate for convenience upon days' prior written notice to the other party; in such event Client shall pay for all Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) acknowledges that it may receive confidential, proprietary, or trade secret information (Confidential Information) of the other party (Disclosing Party). Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to prevent unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without reference to the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, Receiving Party shall return or destroy the Disclosing Party's Confidential Information, and certify in writing to the Disclosing Party the return or destruction of such materials within thirty (30) days of request.

INTELLECTUAL PROPERTY & ACCEPTANCE

Unless otherwise agreed in writing, pre-existing intellectual property of each party remains that party's exclusive property. Service Provider grants Client a non-exclusive, non-transferable license to use modifications and deliverables created specifically for Client under this Agreement, solely for Client's internal business purposes, subject to full payment of fees. Acceptance of deliverables shall occur upon completion of agreed acceptance tests or, if no tests are agreed, ten (10) days after delivery, provided Client has not provided a written rejection describing material non-conformities.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Exclusive venue for disputes shall be in courts of competent jurisdiction located within that state, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules, exhibits, and mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, representations, and agreements, whether written or oral. No amendment or waiver shall be effective unless it is in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement except with the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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