Integration Agreement Azure

Integration Agreement Azure

This Integration Agreement Azure (the Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client desires to integrate one or more applications, systems, or services with Microsoft Azure platform components for production or development use; and

WHEREAS, Service Provider has the technical expertise, experience, and personnel necessary to perform cloud integration services, including configuration of Azure resources, identity integration, data pipelines, and operational automation; and

WHEREAS, the parties desire to set forth the terms and conditions under which such integration services will be provided.

SCOPE OF WORK

Service Provider will perform the integration work described below and deliver the specified deliverables, including configuration, testing, and documentation. The parties acknowledge that the scope may include resource provisioning, identity and access configuration, network configuration, automation scripts, and migration activities.

PAYMENT TERMS

Client will pay Service Provider for Services as set forth below. All amounts payable are in U.S. dollars unless otherwise stated.

Invoices shall be delivered to Client upon completion of each milestone described above and are payable within days of receipt unless otherwise agreed in writing.

Late payments shall accrue interest at % per month or the maximum rate permitted by law, whichever is lower, calculated daily and compounded monthly.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach of a representation or obligation if the breaching party fails to cure such breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice.

Upon termination, Service Provider shall deliver all work-in-progress and Client shall pay for services performed through the effective date of termination plus any non-cancellable third-party costs incurred prior to termination.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information disclosed by the other party (Discloser), except as expressly authorized in writing. "Confidential Information" includes technical information, system designs, access credentials, security configurations, business terms, pricing, and any non-public information designated as confidential or that reasonably should be understood to be confidential.

Recipient shall (a) use Confidential Information only for the performance of its obligations under this Agreement, (b) restrict disclosure to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) implement reasonable administrative, physical, and technical safeguards to protect Confidential Information from unauthorized access, use, or disclosure.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of Recipient; (ii) was in Recipient's lawful possession prior to disclosure; (iii) is lawfully disclosed to Recipient by a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in writing, Client retains ownership of Client Data and Service Provider retains ownership of pre-existing tools, templates, and methodologies. Work product specifically developed for Client in performance of this Agreement will be owned by Client upon full payment, subject to Service Provider's retention of underlying general skills, know-how, and tools.

Service Provider shall process Client Data only for purposes of performing the Services and shall maintain appropriate technical and organizational measures to protect Client Data consistent with industry standards for cloud integrations.

LIMITATION OF LIABILITY AND INDEMNITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim. Each party shall indemnify the other for third-party claims arising from its breach of representations, willful misconduct, or infringement of third-party intellectual property rights.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be sent to the parties at the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be effective upon receipt.

SIGNATURES

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