Client Migration Form

CLIENT MIGRATION FORM

Parties and Effective Date

Service Provider:

Client Name:

Effective Date:

Recitals

WHEREAS, Service Provider is in the business of performing data and systems migration services, including planning, extraction, transformation, transfer, validation and cutover activities for enterprise clients; and

WHEREAS, Client desires to engage Service Provider to perform a migration of Client systems and/or data as described in this Client Migration Form and Service Provider agrees to perform such services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Form, the parties agree as follows:

Scope of Work

Service Provider shall perform the migration tasks described below. The parties acknowledge migration may include phased activities such as discovery, mapping, extraction, transformation, testing, cutover and post-migration stabilization. Specific deliverables, acceptance criteria and responsibilities are set forth below.

Migration Schedule & Acceptance

Planned Start Date:   Planned Completion Date:

Client and Provider Responsibilities

Service Provider shall perform the migration in a professional manner consistent with industry standards and shall maintain project documentation and migration logs. Client shall provide timely access to systems, personnel, test accounts, and required approvals. Delays caused by Client dependency items may extend schedule and affect fees.

Third-party consents required for the migration: Yes    No

Payment Terms

Total Fee:

Late Payment: Invoices not paid within days shall incur a late fee of , calculated from the invoice due date until paid in full.

Term and Termination

Term Start Date:   Term End Date (if any):

Either party may terminate this agreement for material breach if the breaching party fails to cure within days after written notice. Client may terminate for convenience upon days' written notice; Service Provider shall be entitled to payment for work performed and reasonable wind-down costs.

Confidentiality

Each party shall maintain as confidential all non-public information disclosed by the other party in connection with the migration. Confidential information shall not be used except to perform obligations under this Form. Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, independently developed, or required to be disclosed by law provided the disclosing party is given prompt notice where permitted.

Data Security and Privacy

Service Provider shall implement commercially reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the data being migrated. Client remains responsible for lawful collection and processing of personal data and for obtaining any necessary consents. Parties shall cooperate to comply with applicable data protection obligations.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence or breach of confidentiality, each party's aggregate liability arising out of this Form shall be limited to the total fees paid under this Form during the preceding twelve (12) months. Neither party shall be liable for consequential, incidental, special or punitive damages.

Governing Law; Entire Agreement

This Form shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. This Form, together with any referenced exhibits or statements of work, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior agreements and understandings.

Miscellaneous Provisions

If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Amendments must be in writing signed by authorized representatives of both parties. Notices shall be provided in writing to the addresses listed above.

Signatures

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