Business Web Application Form

BUSINESS WEB APPLICATION AGREEMENT AND PROJECT FORM

This Business Web Application Agreement (the "Agreement") is entered into as of , by and between Client Name: and Service Provider Name: .

RECITALS (WHEREAS)

WHEREAS, Client requires the design, development, integration and deployment of a web-based application for business operations as described herein; and

WHEREAS, Service Provider represents that it has the necessary technical expertise, personnel and resources to deliver the services, deliverables and support described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the development, acceptance, hosting and maintenance of the web application.

PARTIES

SCOPE OF WORK

Service Provider shall perform the services described below and deliver the items identified as Deliverables. The Scope of Work shall include functional design, UI/UX, backend development, integration of specified third-party services, testing, deployment and documentation. Specific features, integrations, and acceptance criteria are set forth by the parties and may be amended only by written change order signed by both parties.

TECHNICAL REQUIREMENTS

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in exchange for the Services and Deliverables. All payments are due in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. In the event of a material breach, the non-breaching party may terminate if the breach is not cured within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those hereunder; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes generally known without breach of this Agreement, was known to the receiving party prior to disclosure, or is independently developed.

INTELLECTUAL PROPERTY; LICENSES

Subject to full payment of all amounts due hereunder, Service Provider assigns to Client all right, title and interest in and to the final Deliverables specifically developed for Client under this Agreement. Service Provider retains ownership of general purpose tools, libraries, work product, methodologies and components used in multiple projects ("Provider Tools"). Provider grants Client a perpetual, worldwide, non-exclusive license to use the Provider Tools only as embedded in the Deliverables. Client agrees that Service Provider may reuse non-confidential code and common components for other clients, provided no Confidential Information of Client is disclosed.

WARRANTY, SUPPORT AND MAINTENANCE

Service Provider warrants that for a period of sixty (60) days following final acceptance the Deliverables will materially conform to the agreed acceptance criteria. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. Support and maintenance services, response times and fees, if any, shall be set forth in the maintenance section below or in a separate support addendum.

DATA SECURITY & PRIVACY

Service Provider shall implement and maintain reasonable administrative, physical and technical safeguards to protect Client data against unauthorized access, disclosure, alteration or destruction. Each party shall comply with applicable data protection laws with respect to personal data processed in connection with this Agreement. Any transfer of Client data to third parties shall require Client's prior written consent except where necessary for performance under this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING 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 laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by binding arbitration in the agreed forum unless otherwise prohibited by law.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

ADDITIONAL PROVISIONS

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