Business Web Apps Agreement

BUSINESS WEB APPS AGREEMENT

This Business Web Apps Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: located at Client Address: and Service Provider Name: located at Service Provider Address: .

Recitals

WHEREAS, Client requires development, customization, deployment, and ongoing support of one or more web applications for business use; and

WHEREAS, Provider possesses the professional skills, personnel and technical resources to design, develop, and deliver web application solutions and related services; and

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

1. Parties and Notices

2. Scope of Work

Provider will design, develop, test, and deliver the web application(s) and related deliverables described below. Provider shall perform all services in a professional, workmanlike manner consistent with industry standards.

3. Payment Terms

Client shall pay Provider the Total Compensation described below in consideration for the services and deliverables. All invoices are due in accordance with the Schedule below. Unless otherwise agreed in writing, amounts are exclusive of applicable taxes and Client is responsible for all taxes and duties arising from this Agreement.

Invoices shall include reasonable detail identifying services and hours, and supporting documentation as reasonably requested by Client. Client shall pay undisputed invoices within thirty (30) days of receipt. Disputed portions of an invoice shall be notified in writing within fifteen (15) days and the parties shall negotiate in good faith.

4. Term and Termination

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

Either party may terminate this Agreement for material breach that remains uncured for the notice period indicated above. Provider may suspend performance if Client fails to pay undisputed amounts when due, following ten (10) days' written notice and opportunity to cure.

5. Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in tangible or intangible form that is designated confidential or that, by its nature, should reasonably be understood to be confidential.

The Receiving Party may use Confidential Information only for the performance of this Agreement and may disclose it only to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

6. Intellectual Property

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to the final deliverables specifically developed for Client under this Agreement, subject to Client's full payment of amounts due. Provider retains ownership of its pre-existing tools, libraries, templates and methodologies ("Provider Materials") and grants Client a perpetual, worldwide, non-exclusive license to use Provider Materials to the extent embedded in the deliverables.

Provider will provide maintenance and support as described in the Scope of Work. Hosting services are included under separate fee schedule.

7. Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional manner consistent with industry standards. Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be re-performance of deficient services or, if Provider cannot promptly cure, a refund of fees paid for the deficient portion.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of this Agreement shall be limited to the amounts actually paid by Client to Provider under this Agreement in the preceding twelve (12) months.

8. Data Security and Privacy

Provider will implement commercially reasonable technical and organizational measures to protect Client data. Provider shall notify Client promptly upon becoming aware of any unauthorized access or security breach affecting Client data and shall cooperate in mitigation and remediation efforts.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

10. Entire Agreement; Amendments

This Agreement, including the Scope of Work and any attachments or written change orders executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions 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 by merger or sale of substantially all assets.

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