Business Use Interface UI-19

Business Use Interface UI-19

This Business Use Interface Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal place of business at Client Address: and Service Provider Name: with principal place of business at Provider Address: .

WHEREAS

WHEREAS, Client requires access to and use of Provider's business interface product and related services for commercial operations and integration (the Interface); and

WHEREAS, Provider has developed and maintains the Interface and is willing to grant Client a non-exclusive, non-transferable right to use the Interface subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, term and termination provisions, and other covenants governing their relationship.

Scope of Work

Provider shall provide Client with access to the Interface, related configuration, support, and integrations as specified below. Provider will perform services in a commercially reasonable manner consistent with industry standards.

Payment Terms

In consideration for the services and access provided under this Agreement, Client shall pay Provider the fees described below. All fees are exclusive of taxes unless otherwise stated. Provider will invoice Client in accordance with the schedule below.

Unpaid amounts shall bear interest at a rate of % per month (or the maximum rate permitted by law), calculated monthly, plus any reasonable collection costs incurred by Provider.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the intended termination date. Either party may also 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.

Upon termination, Client shall pay Provider for all services performed and non-cancelable commitments made through the effective date of termination. Termination shall not relieve either party of liability for obligations arising prior to termination, nor obligations that by their nature survive.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public business, technical, financial and other information disclosed by one party (Discloser) to the other (Recipient) 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.

Recipient shall (a) maintain the confidentiality of Discloser's Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of Recipient; (ii) was lawfully in Recipient’s possession prior to disclosure by Discloser; (iii) is rightfully received by Recipient from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice and cooperates reasonably in any effort to seek confidential treatment.

The confidentiality obligations set forth in this section survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property and Use Restrictions

Provider retains all right, title and interest in and to the Interface, all modifications, improvements and derivative works, and all intellectual property rights therein. Provider grants Client a limited, non-exclusive, non-transferable right to use the Interface solely for Client’s internal business purposes during the Term in accordance with this Agreement and any usage limits set forth in the Scope of Work.

Client shall not (a) reverse engineer, decompile or disassemble the Interface; (b) remove or alter any proprietary notices; or (c) sublicense, distribute or permit third parties to use the Interface except as expressly authorized in writing by Provider.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law; Dispute Resolution

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 shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If negotiation does not resolve the dispute within thirty (30) days, the parties may pursue any remedy available at law or in equity in the appropriate courts of the chosen state.

Entire Agreement; Amendments

This Agreement, including the Scope of Work and any exhibits or statements of work signed by the parties, 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 or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of all or substantially all of its assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture between the parties.

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