Migration Agreement

Migration Agreement

This Migration Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Parties and Contact Information

Whereas

WHEREAS, Client requires the migration of certain data, applications, configuration, and associated services described herein (the "Migration") from existing systems to destination systems specified by Client; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel, and technical capability to perform the Migration in accordance with the scope and schedule set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Payment Terms

Total Fee:   Currency:

Late Payment Fee:   Invoices Due: days from receipt.

Term and Termination

Term Commencement Date: .   Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. For material breach, the non-breaching party may terminate if the breach remains uncured for thirty (30) days after written notice identifying the breach.

Confidentiality

Each party shall treat as confidential all information of the other party disclosed in connection with this Agreement that is designated as confidential or that, under the circumstances surrounding disclosure, should reasonably be understood to be confidential. Confidential information shall not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without reference to the disclosing party’s confidential information.

The receiving party shall use confidential information only for the purposes of performing obligations under this Agreement and shall restrict access to such information to those employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or written request, the receiving party shall return or destroy the disclosing party’s confidential information and certify in writing that it has done so, except as required to be retained by applicable law or for archival purposes consistent with the confidentiality obligations herein.

Intellectual Property and Data

As between the parties, Client retains all right, title and interest in Client Data. Service Provider shall have a limited, nonexclusive, revocable license to use Client Data solely to perform the Migration and for archival/support purposes as expressly permitted herein. Service Provider warrants that any deliverables that consist of new software, scripts or documentation created specifically for Client pursuant to this Agreement shall be deemed "Work Product" and, upon full payment, all intellectual property rights in such Work Product shall be assigned to Client, except for any pre-existing materials of Service Provider, which remain the property of Service Provider.

Warranties; Limitation of Liability

Service Provider warrants that it will perform the Migration 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, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Data Protection and Backups

Service Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the nature of Client Data to protect against unauthorized access, disclosure, alteration or destruction. Service Provider shall follow Client's reasonable instructions regarding handling and transfer of personal data and shall promptly notify Client of any security incident affecting Client Data.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If the parties are unable to resolve the dispute within thirty (30) days, either party may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments hereto, 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. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Survival

Provisions which by their nature should survive termination or expiration of this Agreement, including but not limited to confidentiality, warranties, limitation of liability, and intellectual property provisions, shall survive such termination or expiration for the periods specified therein, or if no period is specified, for a period of three (3) years.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided above or to such other address as a party may designate in writing. Notice shall be deemed given upon personal delivery, two (2) business days after deposit with a nationally recognized overnight courier, or five (5) business days after deposit in the mail, postage prepaid, certified or registered.

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