Client Management CRM Sync

Client Management CRM Sync Agreement

Recitals

WHEREAS, Client Name: operates or manages customer relationship management systems and desires to synchronize selected client data with a third-party CRM integration managed by Service Provider Name: ; and

WHEREAS, Service Provider represents that it possesses the technical expertise and resources to implement, maintain and support the CRM synchronization services described herein on the terms set forth in this Agreement.

Scope of Work

Service Provider shall perform services to synchronize Client management data between Client systems and the designated CRM as set forth below. The services shall include design, configuration, scheduling, error handling, monitoring, and support of data mappings and transfer processes.

Payment Terms

As full consideration for the performance of the services, Client shall pay Service Provider the fees set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the date payment is due until paid. Client shall also be responsible for reasonable collection costs and expenses incurred by Service Provider in enforcing collection.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least Notice Period (days): days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to client records, contact lists, mapping schemas, credentials, pricing, and technical documentation. Recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the purposes of performing this Agreement; and (c) not disclose Confidential Information to any third party except to its employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) is already in Recipient's possession without restriction; (iii) is independently developed by Recipient without use of Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Upon termination or expiration of this Agreement, Service Provider shall, within thirty (30) days, return to Client or destroy at Client's direction all Confidential Information and copies thereof, including synchronized data extracted from Client systems, except to the extent retention is required by applicable law. Service Provider shall certify in writing the completion of such destruction if requested by Client.

Data Security and Ownership

Client retains all right, title and interest in and to Client Data. Service Provider shall implement and maintain commercially reasonable administrative, technical and physical safeguards to protect Client Data against unauthorized access, alteration, disclosure or destruction. Service Provider shall promptly notify Client of any security incident involving Client Data and assist Client in fulfilling breach notification obligations.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, except to the extent such losses are caused by the indemnitee's own negligence or breach.

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 laws principles. Venue for any dispute shall be in the state or federal courts located in the governing jurisdiction.

Entire Agreement

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party shall assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or employment relationship.

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