CMR Upgrade Document

CMR UPGRADE AGREEMENT

This CMR Upgrade Agreement (the Agreement) is entered into as of by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client operates and maintains a Customer Master Record (CMR) system (the CMR) that consolidates client and account master data and requires an upgrade to support enhanced data model, auditability, and integration capabilities; and

WHEREAS, Service Provider represents that it has the personnel, technical expertise and experience to perform the planned CMR upgrade, including migration, testing, and training services, and Client desires to retain Service Provider to perform such services on the terms set forth herein; and

WHEREAS, the parties wish to set forth the scope, schedule, payment, confidentiality and other terms applicable to the upgrade work.

SCOPE OF WORK

PAYMENT TERMS

Total Fixed Fee: $

Invoicing Terms: Invoices issued by Service Provider are due net days from date of invoice. Late payments shall accrue interest as set forth below.

Late Fee / Interest on Overdue Amounts: Interest shall accrue on any overdue balance at per month or the maximum permitted by law, whichever is less.

Taxes: Client shall be responsible for any sales, use or other taxes assessed in connection with the services, excluding taxes based on Service Provider’s net income.

TERM AND TERMINATION

Term Start Date:     Term End Date or Estimated Completion:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable third-party costs reasonably incurred by Service Provider in reliance on the Agreement. Service Provider will deliver all work in progress and reasonable assistance for orderly transition subject to payment of outstanding fees.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written or electronic, relating to business operations, systems, data, pricing, customer lists, or technical processes, including Client data contained in the CMR.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential materials but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) disclose Confidential Information only to those employees, contractors or agents who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Exclusions: Confidential Information does not include information that is or becomes publicly available through no fault of Receiving Party, was lawfully in Receiving Party’s possession prior to disclosure, is independently developed without use of the other party’s Confidential Information, or is rightfully obtained from a third party without restriction.

Return or Destruction: Upon termination or written request, Receiving Party shall return or destroy all Confidential Information of the Disclosing Party, except that Receiving Party may retain archived copies as required by applicable law or for record retention in encrypted form.

Remedies: The parties acknowledge that monetary damages may be inadequate for violations of confidentiality and that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING LOSS OF PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve disputes through negotiation between executive-level representatives. If unresolved within thirty (30) days, either party may pursue any available legal or equitable remedies in the courts located in the governing law jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes Service Provider’s obligations hereunder.

Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

REPRESENTATIONS

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the person signing this Agreement is duly authorized to execute this Agreement on its behalf.

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