Integration Services Agreement

Integration Services Agreement

This Integration Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal place of business at ("Provider"), and Client Name: with principal place of business at ("Client"). Provider and Client are sometimes referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Provider is engaged in the business of developing, configuring and integrating software, systems and related components and has technical expertise to perform the integration services described in this Agreement; and

WHEREAS, Client desires to retain Provider to perform integration, configuration, customization and related services to enable Client systems to interoperate with third-party applications and services in accordance with the terms and conditions set forth herein; and

WHEREAS, Provider is willing to perform such services for Client on the terms and subject to the conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Acceptance Criteria" means the objective tests and conditions specified in Section 6 for determining whether a Deliverable conforms to the Specifications. Specific Acceptance Criteria, if any, shall be set forth in the Scope of Work.

1.2 "Background IP" means software, tools, libraries, methodologies, know-how, algorithms and other intellectual property owned or controlled by a Party before the Effective Date or developed outside the performance of this Agreement.

1.3 "Deliverables" means the tangible and intangible work product described in the Scope of Work to be delivered by Provider to Client as a result of Services.

2. Scope of Services

2.1 Services. Provider shall perform the integration services described in the Scope of Work attached hereto and incorporated by reference. Provider shall use commercially reasonable efforts, in a professional and workmanlike manner, to perform the Services in accordance with industry standards.

3. Deliverables and Acceptance

3.1 Delivery. Provider shall deliver the Deliverables to Client according to the schedule and milestones set forth in the Scope of Work. Delivery of any Deliverable shall be accompanied by documentation reasonably necessary for Client to test and accept such Deliverable.

3.2 Acceptance Testing. Client shall have a period of days following delivery to perform acceptance tests in accordance with the Acceptance Criteria. If Client does not provide a written notice of rejection describing non-conformance within such period, the Deliverable shall be deemed accepted.

4. Fees and Payment

4.1 Fees. In consideration for the Services, Client shall pay Provider the fees set forth in the applicable Statement of Work or fee schedule. Unless otherwise stated, all fees are stated in United States dollars and are exclusive of taxes.

4.2 Invoicing; Late Payment. Provider shall invoice Client in accordance with the payment schedule. Invoices unpaid after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall reimburse Provider for reasonable collection costs.

5. Change Orders

5.1 Change Order Procedure. Either Party may request changes to the Scope of Work. No change shall be effective unless set forth in a written change order executed by authorized representatives of both Parties, which shall include any adjustments to fees, schedule and acceptance criteria.

6. Term and Termination

6.1 Term. This Agreement commences on the Effective Date and shall continue until completion of the Services or until earlier terminated in accordance with this Section.

6.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

6.3 Effect of Termination. Upon termination, Client shall pay Provider for all Services performed and non-cancellable commitments made through the date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and governing law shall survive termination.

7. Confidentiality

7.1 Definition. "Confidential Information" means non-public information disclosed by a Party to the other Party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

7.2 Obligations. The receiving Party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

8. Intellectual Property

8.1 Background IP. Each Party retains all right, title and interest in and to its Background IP. Nothing in this Agreement transfers ownership of a Party's Background IP.

8.2 Ownership of Deliverables. Subject to Client's timely payment of all amounts due, Provider hereby assigns and shall cause to be assigned to Client all right, title and interest in and to the Deliverables, excluding Background IP. To the extent any Deliverable does not qualify for assignment, Provider grants Client an exclusive, worldwide, perpetual, royalty-free license to use and exploit such Deliverable for its business purposes.

8.3 Provider Retained Rights. Provider shall retain the right to use general know-how and non-client-specific tools and methodologies in the performance of services for other clients, provided no Client Confidential Information is disclosed.

9. Warranties and Disclaimers

9.1 Mutual Warranties. Each Party warrants that it has the legal right and authority to enter into this Agreement and to perform its obligations hereunder.

9.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Provider's sole and exclusive obligation, and Client's sole and exclusive remedy, shall be re-performance of the deficient Services or, if Provider cannot substantially correct the deficiency within a commercially reasonable period, a refund of fees paid for the deficient Services.

9.3 Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

10. Limitation of Liability

10.1 EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY CLAIMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 CAP ON LIABILITY. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

11.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claim to the extent arising out of (a) Provider's gross negligence or willful misconduct, or (b) an allegation that the Deliverables, as delivered by Provider, infringe any third-party patent, copyright or trademark. Provider's obligations are conditioned on Client (i) providing prompt written notice of the claim, (ii) allowing Provider to control the defense and settlement, and (iii) providing reasonable cooperation.

11.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against third-party claims arising from Client's misuse of the Deliverables, Client Data, or Client's breach of this Agreement.

12. Data Security and Privacy

12.1 Data Protection. Provider shall implement and maintain administrative, technical and physical safeguards designed to protect Client Data against unauthorized access, use, alteration or disclosure consistent with industry standards.

12.2 Breach Notification. Provider shall notify Client without undue delay, and in no event later than seventy-two (72) hours after discovery, of any unauthorized access to or disclosure of Client Data resulting from Provider's systems or personnel, and shall reasonably cooperate with Client in investigating and remediating any such incident.

13. Subcontracting

Provider may engage subcontractors or affiliates to perform portions of the Services, provided Provider remains responsible for the acts and omissions of such subcontractors. Provider shall ensure that all subcontractors are bound by confidentiality and data protection obligations at least as protective as those set forth in this Agreement.

14. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below (or to such other address that a Party may specify in writing). Notices shall be delivered by personal delivery, certified mail (return receipt requested) or nationally recognized overnight courier and shall be deemed given upon receipt.

15. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the Parties cannot resolve a dispute within thirty (30) days, either Party may pursue any remedies available at law or in equity in the courts located in the county and state identified above.

16. Entire Agreement; Severability; Amendments; Waiver; Counterparts

16.1 Entire Agreement. This Agreement, including any Statements of Work and Change Orders executed hereunder, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter hereof.

16.2 Severability. 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 to replace the invalid or unenforceable provision with a valid provision that effectuates the original intent as closely as possible.

16.3 Amendments; Waiver. No amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right shall constitute a waiver of that right.

16.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Sign Now