Integration Enhancements Proposal for Salesforce

Integration Enhancements Proposal for Salesforce

This Integration Enhancements Proposal for Salesforce (the Proposal) is made effective as of by and between:

Client Information

Service Provider Information

Recitals

WHEREAS, Client operates business systems and processes which rely upon the Salesforce platform and requires enhancements to existing integrations to support new business requirements; and

WHEREAS, Service Provider has technical expertise in Salesforce integrations, middleware configuration, API development, and data mapping and is willing to perform the services set forth in this Proposal under the terms and conditions herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Proposal, the parties agree as follows.

Scope of Work

Service Provider will perform the following enhancements, integrations, and delivery activities for Client's Salesforce environment. Deliverables include design documentation, development, testing, deployment to production, and knowledge transfer to Client staff.

Itemized Tasks and Estimates

Payment Terms

Total Estimated Fee: $

Payments are due within days of invoice receipt. Late payments will incur a late fee equal to % per month or the maximum available under applicable law, whichever is less.

Term and Termination

The term of this Proposal will commence on and will continue until unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate this Proposal immediately for cause if the other party materially breaches any obligation and fails to cure within thirty (30) days after receipt of written notice of such breach.

Confidentiality

Each party acknowledges that in connection with performance under this Proposal it may receive Confidential Information of the other party. Confidential Information means all non-public information disclosed orally, in writing, or electronically that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information solely for the purposes of fulfilling its obligations under this Proposal; (b) restrict disclosure to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable measures to protect the confidentiality of such information.

Confidentiality obligations shall survive the termination or expiration of this Proposal for a period of years, except with respect to trade secrets, for which protection shall remain in effect for so long as the information qualifies as a trade secret under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, worldwide, perpetual license to use deliverables specifically developed for Client under this Proposal for Client's internal business purposes. Pre-existing tools, components, libraries, and methodologies of Service Provider shall remain the exclusive property of Service Provider, and Client is granted only a nonexclusive license to any such pre-existing materials included in deliverables to the extent necessary for Client’s use of the deliverables.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS PROPOSAL SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS PROPOSAL DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Proposal and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules.

Entire Agreement

This Proposal 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 to this Proposal must be in writing and signed by authorized representatives of both parties.

Acceptance

The undersigned authorized representatives of the parties acknowledge their agreement to the terms of this Proposal by signing below.

Sign Now