Business Upgrade Speed Template

BUSINESS UPGRADE SPEED TEMPLATE

This Business Upgrade Speed Template (the "Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider is engaged in the business of upgrading, optimizing and accelerating business systems, software, infrastructure, and operational processes to improve performance and reduce deployment time; and

WHEREAS, Client desires to procure an expedited upgrade and acceleration of specified business systems (the "Upgrade") and Provider represents it has the skill, personnel, and resources to deliver the Upgrade on an accelerated schedule; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the Upgrade services described below. Provider shall deliver the services with reasonable care and in accordance with industry standards for accelerated delivery. Specific deliverables, acceptance criteria, and schedule shall be set forth as follows:

PAYMENT TERMS

In consideration for the Upgrade, Client shall pay Provider as set forth below. All amounts are in U.S. dollars unless otherwise agreed in writing.

Upfront payment (full amount due on Effective Date)

Milestone payments (payable upon completion and written acceptance of milestones)

Monthly installments (detailed schedule to be attached and incorporated)

Unless otherwise specified, payments are due within thirty (30) days of invoice. Client shall be responsible for reasonable collection costs, including attorneys' fees, if payments are not made when due.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within the notice period set forth above. Provider may suspend work immediately upon Client's failure to pay undisputed fees when due.

CONFIDENTIALITY

Each party may disclose Confidential Information to the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement and marked or otherwise identified as confidential, or that by its nature would reasonably be considered confidential. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement, (b) already known to the receiving party without restriction, or (c) rightfully received from a third party without obligation of confidentiality.

The receiving party shall (i) use the Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) protect the Confidential Information with reasonable care. Upon termination or request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

The parties agree that confidentiality obligations are mutual.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or for breaches of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special, punitive, or exemplary damages, including lost profits. The aggregate liability of each party for any claim arising out of or relating to this Agreement shall not exceed the total amounts actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including all attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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 without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

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