Integration Specification Document

INTEGRATION SPECIFICATION DOCUMENT

This Integration Specification Document (the Agreement) is entered into as of by and between:

Parties

Recitals

WHEREAS, Provider develops, maintains and supports software, services and related technical interfaces, and has the expertise and resources necessary to implement an integration between Provider systems and Client systems; and

WHEREAS, Client desires to engage Provider to design, implement, test and deploy a systems integration in accordance with the technical specifications, deliverables and schedule set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Scope of Work

Provider shall deliver technical design, configuration, development, testing and deployment services necessary to integrate the systems described below. The specific tasks, deliverables and acceptance criteria are set forth in the Scope of Work field.

Technical Architecture

Security, Authentication and Data Protection

Error Handling, Logging & Monitoring

Testing and Acceptance

Deployment, Rollout and Support

Change Control and Governance

Project Timeline and Milestones

Milestone 1: Date:

Milestone 2: Date:

Milestone 3: Date:

Payment Terms

Provider will invoice Client pursuant to the payment terms set forth below. All payments are due net the number of days specified from invoice date.

Interest at percent per month or a flat fee of (whichever is greater), plus costs of collection.

Term and Termination

This Agreement commences on and continues through unless earlier terminated in accordance with this Section.

Confidentiality

Each party shall maintain the confidentiality of Confidential Information disclosed under this Agreement and shall not use such information except to perform obligations hereunder. Confidential Information means non-public business, technical, product and customer information that is designated as confidential or that reasonably should be understood to be confidential given its nature. Confidentiality obligations shall continue for years following termination.

Intellectual Property

Unless otherwise agreed in writing, each party retains all right, title and interest in its pre-existing materials. Provider grants Client a non-exclusive, non-transferable license to use Provider deliverables solely for Client internal business operations as contemplated in this Agreement. Any jointly developed intellectual property shall be owned as agreed in a separate written statement of work or exhibit.

Warranties and Limitations

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LIABILITY of each party for direct damages shall be limited to the fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential or punitive damages.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of this Agreement by negotiation between senior executives. If unresolved, disputes shall be resolved in the courts of the chosen jurisdiction.

Entire Agreement

This Agreement, including all attachments, exhibits and referenced statements of work, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver of any provision shall be effective unless in a writing signed by duly authorized representatives of both parties.

Signatures

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