Database SQL Template

DATABASE SQL TEMPLATE — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires a structured and reusable database SQL template, including schema definitions, indexing strategy, stored procedures, and data migration scripts (the "Template"); and

WHEREAS, Provider has the technical expertise to design, document and deliver the Template and associated documentation described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will develop, deliver and, where applicable, support the Template.

SCOPE OF WORK

Provider shall deliver a Database SQL Template that includes, at a minimum, the following components: logical and physical schema definitions, DDL scripts, indexing recommendations, sample stored procedures, migration scripts, and documentation of assumptions and deployment instructions. The Template shall conform to the functional and non‑functional requirements set forth below and any attachments incorporated into this Agreement.

PAYMENT TERMS

Client shall pay Provider for the services and deliverables described herein in accordance with the following fee structure.

Invoices shall be submitted by Provider upon completion of each invoicable milestone. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Late payments shall bear interest at the lesser of (a) per month compounded monthly or (b) the maximum rate permitted by applicable law. Provider may, after providing days' written notice, suspend performance for any invoice unpaid beyond days.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue in effect through the End Date, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if the breach remains uncured for days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means information disclosed by a party that is marked confidential or, if disclosed orally, identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days. Confidential Information includes, without limitation, non‑public technical information, business plans, pricing, customer lists, and the Template source code and schema designs.

Each receiving party shall: (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to employees, contractors or advisors having a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to disclosure, (iii) is received from a third party without restriction and without breach of a confidentiality obligation, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY; LICENSE

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to the Template, including all source code, scripts, documentation and derivative works. Upon final payment in full, Provider grants Client a worldwide, non‑exclusive, non‑transferable license to use, modify and deploy the Template internally for Client's business purposes. Client shall not distribute, sublicense, sell or otherwise make the Template available to third parties except pursuant to a separate written license agreement.

WARRANTIES; LIMITATION OF LIABILITY

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE TEMPLATE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below without regard to its conflict of laws rules. Any dispute arising under or related to this Agreement shall be resolved by the courts of that jurisdiction, and each party hereby submits to the exclusive jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, 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 oral or written. Any amendment or modification must be in writing signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail with first‑class postage prepaid.

ADDITIONAL TERMS

Change orders affecting scope, schedule or fees must be set forth in a written amendment signed by both parties. Provider may subcontract portions of the work provided that Provider remains responsible for the subcontractor's performance. Client shall provide timely access to required systems, personnel and information; delays caused by Client may result in schedule adjustments and additional charges.

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