Database Management Scripts

DATABASE MANAGEMENT SCRIPTS AGREEMENT

This Database Management Scripts Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client maintains database systems and requires the development, deployment, and maintenance of database management scripts to perform tasks including data migration, scheduled maintenance, backup and restore operations, indexing, and automated integrity checks;

WHEREAS, Service Provider possesses the technical expertise to develop, test, and deliver scripts, automation, and associated documentation for Client's database environments under the terms set forth herein;

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

Scope of Work

Service Provider shall develop, document, and deliver database management scripts and related materials as described below. Deliverables shall conform to the specifications, compatibility requirements, and acceptance tests set forth in this Agreement.

Payment Terms

Client shall pay Service Provider for services rendered and deliverables according to the following payment terms.

Term and Termination

This Agreement shall commence on the Start Date below and continue until the End Date or until earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if such breach is not cured within the notice period specified above after receipt of written notice. Termination shall not relieve Client of its obligation to pay for services rendered through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party relating to business, technical, or operational matters, including but not limited to source code, scripts, database schemas, credentials, configurations, and performance data. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as required to perform its obligations under this Agreement; and (c) use no less than reasonable care to protect such information. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was in the receiving party's lawful possession prior to disclosure, or is required to be disclosed by law or court order (provided the disclosing party is given prompt notice to seek protective relief).

Intellectual Property and License

Service Provider retains ownership of its pre-existing tools, libraries, and generic code. Upon full payment of fees due under this Agreement, Service Provider grants Client a non-exclusive, non-transferable, perpetual license to use, execute, modify, and maintain the delivered scripts for Client's internal business operations. Client shall not sublicense, distribute, or sell the scripts to third parties except as expressly agreed in writing. Derivative works created jointly shall be owned as agreed in writing by the parties.

Delivery, Acceptance, and Warranty

Service Provider shall deliver scripts and documentation by the Primary Delivery Date. Client shall have a period of days after delivery to perform acceptance testing against the agreed acceptance criteria. If Client does not reject deliverables in writing within the acceptance period with detailed reasons, deliverables shall be deemed accepted.

Service Provider warrants that for a period of days following acceptance, scripts will materially conform to the accepted specifications. Service Provider's sole obligation under this warranty shall be to use commercially reasonable efforts to correct defects reported during the warranty period. EXCEPT FOR THE FOREGOING, ALL ADDITIONAL WARRANTIES ARE DISCLAIMED.

Indemnification; Limitation of Liability

Each party agrees to indemnify, defend, and hold harmless the other from third-party claims arising out of the indemnifying party's breach of representations, willful misconduct, or negligence. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

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

Entire Agreement; Amendments

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

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that achieves the original intent to the greatest extent possible.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon receipt.

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