Contract Migration Agreement

CONTRACT MIGRATION AGREEMENT

This Contract Migration Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , a legal entity organized under the laws of , with principal place of business at , and Client Name: , with principal place of business at . Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client currently maintains certain contracts, records, data and systems identified in the Migration Plan that Client desires to migrate, consolidate or otherwise transition (the "Existing Contracts");

WHEREAS, Provider represents that it has the expertise, personnel and technical capabilities to perform migration services, including extraction, transformation, validation and integration of contract and related data; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Provider will perform migration services and Client will cooperate and accept migrated deliverables.

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

1. DEFINITIONS

1.1 "Migration Services" means the activities described in the Migration Plan consisting of extraction, transformation, cleansing, mapping, importation and validation of Existing Contracts and related metadata, as further specified in Section 2.

1.2 "Deliverables" means tangible outputs produced by Provider specifically for Client as part of the Migration Services, including migrated contract records, migration logs, reconciliation reports and acceptance certificates.

2. SCOPE OF MIGRATION SERVICES

2.1 Provider shall perform Migration Services in accordance with the Migration Plan appended as Schedule A and the acceptance criteria set forth in Section 8. The Migration Plan summarizes the source systems, target systems, data mapping rules, assumed data quality and the proposed schedule.

2.2 Schedule: Provider shall commence Migration Services on or about and shall use commercially reasonable efforts to complete the work in accordance with milestones set forth in the Migration Plan.

3. CLIENT OBLIGATIONS

3.1 Client shall provide Provider with timely access to personnel, systems, credentials, documentation and sample data necessary to perform Migration Services. Client represents that it has the authority to authorize access to such systems and data.

3.2 Client shall designate a single point of contact for project coordination: Name: ; Title: .

4. PROVIDER OBLIGATIONS

4.1 Provider shall perform Migration Services in a professional and workmanlike manner consistent with industry standards for comparable services and shall use employees and contractors with appropriate skill and experience.

4.2 Provider shall maintain logs of migration activities, retain backup copies as reasonably necessary during the engagement and provide reconciliation reports to Client upon request.

5. CONFIDENTIALITY AND DATA SECURITY

5.1 Each Party shall maintain the confidentiality of Confidential Information disclosed by the other Party. "Confidential Information" includes non-public contract data, personally identifiable information, pricing, and any information marked or reasonably understood to be confidential.

5.2 Provider shall implement commercially reasonable technical and organizational measures to protect Client Data against unauthorized access, disclosure, loss or alteration, including access controls, encryption in transit and at rest where applicable, and physical security measures.

5.3 Provider shall notify Client without undue delay but no later than hours after becoming aware of a security incident affecting Client Data and shall cooperate in remediation and regulatory response as reasonably requested by Client.

6. INTELLECTUAL PROPERTY

6.1 Client retains all right, title and interest in and to Client Data and Existing Contracts. Provider retains all right, title and interest in and to Provider's pre-existing tools, methodologies and software used in performing Migration Services.

6.2 To the extent Provider develops new materials or Deliverables that are specific to the Client and paid for under this Agreement, ownership shall be as follows: Deliverables shall be owned by Client upon full payment, except for any Provider pre-existing components which remain licensed to Client on a non-exclusive, non-transferable license.

7. FEES AND PAYMENT

7.1 Client shall pay Provider fees in accordance with the fee schedule set forth in Schedule B. Total estimated fee: USD, payable in milestones upon completion of specified tasks.

7.2 Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

8. CHANGE ORDERS

8.1 Any change in scope, schedule or fees shall be documented in a written change order signed by authorized representatives of both Parties. Provider shall not be required to perform work outside the agreed scope absent an executed change order.

9. ACCEPTANCE TESTING

9.1 Upon delivery of each Deliverable, Client shall have days to perform acceptance testing against the acceptance criteria. If Client provides written notice of non-conformity within such period, Provider shall use commercially reasonable efforts to remedy deficiencies in accordance with the acceptance criteria.

10. WARRANTIES; LIMITATION OF LIABILITY

10.1 Provider warrants that Migration Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry practices. For any breach of this warranty, Provider shall, at its option, re-perform the deficient services or refund the fees paid for the deficient services.

10.2 EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.3 IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

11. INDEMNIFICATION

11.1 Provider shall indemnify and hold Client harmless from and against any third-party claims alleging that the Deliverables infringe a third party's intellectual property rights, provided that Client gives prompt written notice of the claim, allows Provider to control the defense and cooperates in the defense. Provider's indemnity obligation shall be subject to the limitations in Section 10.3.

11.2 Client shall indemnify and hold Provider harmless for claims arising from Client's data, negligent acts or breaches of representations and warranties herein.

12. INSURANCE

Provider shall maintain, at its expense, commercial general liability and professional liability insurance with limits not less than USD or such greater amount as reasonably required by Client in writing.

13. TERM AND TERMINATION

13.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Migration Services unless earlier terminated in accordance with this Section.

13.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. In the event of termination, Client shall pay Provider for all services performed and costs incurred through the effective date of termination.

13.3 Termination for Cause. Either Party may terminate upon material breach by the other Party that remains uncured for days after written notice.

14. TRANSITION ASSISTANCE

Upon termination or expiration of this Agreement, Provider shall, for a period of days and for additional fees at Provider's then-current rates (unless otherwise agreed), provide reasonable transition assistance to facilitate orderly transfer of migration activities to Client or a successor provider.

15. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as either Party may designate by notice):

16. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law rules. The Parties agree that exclusive venue for disputes shall be the courts located in such jurisdiction unless otherwise agreed in writing.

17. ENTIRE AGREEMENT; SEVERABILITY

17.1 This Agreement, including all Schedules and executed change orders, constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

17.2 If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that preserves the Parties' original intent to the greatest extent possible.

18. AMENDMENTS; WAIVER; COUNTERPARTS

18.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

18.2 No failure or delay by either Party in exercising any right hereunder shall operate as a waiver of such right, and any waiver must be in writing.

18.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

Sign Now