Middleware Agreement

MIDDLEWARE AGREEMENT

This Middleware Agreement (the "Agreement") is entered into as of / / (the "Effective Date"), by and between:

WHEREAS

WHEREAS, Client desires to obtain middleware software, integration services, and related maintenance described in this Agreement to facilitate interoperability among Client systems; and

WHEREAS, Provider represents that it has the expertise to supply, configure, license and support the middleware solution and related professional services in accordance with the terms set forth below; and

WHEREAS, the parties wish to set forth herein the scope, fees, confidentiality obligations, and other terms governing the provision and use of the middleware solution.

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Middleware" means the software components, connectors, adapters, and configuration delivered by Provider to enable data exchange and integration between Client systems. "Deliverables" means Middleware, documentation, and any custom integrations delivered to Client. "Confidential Information" is defined in Section 6.

2. SCOPE OF WORK

Provider shall deliver the Deliverables described above and perform integration, configuration, testing, and knowledge-transfer services ("Professional Services") in accordance with the schedule mutually agreed by the parties and documented in the Payment Schedule or Statement of Work appended hereto.

3. PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the Deliverables and Professional Services. Unless otherwise expressly stated, fees are exclusive of applicable taxes.

Invoices are payable within days from receipt unless otherwise stated in the applicable invoice.

Overdue amounts shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs.

4. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue until / / (the "Term") unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party that remains uncured after days' written notice. Either party may terminate for convenience upon thirty (30) days' prior written notice provided that Client shall pay for all Work performed and Deliverables accepted through the effective date of termination.

Upon termination, Provider will deliver to Client all completed Deliverables and work in progress, and Client will pay all amounts due for Services performed to the termination date. Sections that by their nature survive termination shall survive.

5. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given its nature ("Confidential Information"). Confidential Information includes, but is not limited to, business processes, technical designs, specifications, non-public pricing, and customer data.

The Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall protect Confidential Information with 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: (a) is or becomes publicly available through no breach by Receiving Party; (b) is rightfully received from a third party without restriction; (c) was known to Receiving Party prior to disclosure; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The confidentiality obligations shall remain in effect for a period of years following termination or expiration of this Agreement. Notwithstanding the foregoing, trade secrets shall be protected for so long as they remain trade secrets under applicable law.

6. INTELLECTUAL PROPERTY AND LICENSE

Provider retains all right, title and interest in and to the Middleware and any underlying proprietary code, algorithms, know-how, tools, and general-purpose components. Subject to Client's payment of all fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, limited license to use the Middleware and associated Deliverables for Client's internal business operations as specified in this Agreement.

Client retains ownership of its pre-existing data and Client-owned deliverables. Provider shall not assert ownership over Client data and shall use Client data solely for the purpose of performing Provider's obligations under this Agreement.

7. DATA SECURITY

Provider shall implement commercially reasonable administrative, physical, and technical safeguards to protect Client data processed or stored in connection with the Middleware. Provider shall promptly notify Client of any confirmed security breach involving Client data and cooperate in investigation and remediation. Specific security measures or certifications, if required, shall be documented in an attached Security Addendum or Statement of Work.

8. WARRANTY; DISCLAIMERS

Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. For a period of ninety (90) days following acceptance of Deliverables, Provider will remedy any material nonconformity at Provider's expense. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE MIDDLEWARE AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Provider shall, at its option and expense, either (a) procure the right for Client to continue using the Middleware or (b) replace or modify the Middleware to avoid the infringement.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (A) AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) . NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

10. SUPPORT AND MAINTENANCE

Provider will provide support and maintenance on the terms set forth in a separately executed Support Schedule or, if none is executed, Provider's standard support offering described in the applicable Statement of Work. Support response times, service levels and any additional fees shall be specified in writing.

11. GOVERNING LAW; 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 shall first attempt in good faith to resolve disputes by escalation to senior executives. If unresolved within sixty (60) days, either party may pursue any remedy available at law or in equity.

12. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any Statements of Work, Schedules and Addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

13. MISCELLANEOUS

Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets. If any provision is held invalid, the remaining provisions will remain in full force and effect. Notices shall be given in writing to the addresses set forth above or to such other addresses as the parties may designate in writing.

SIGNATURES

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

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