Miscellaneous D365 MSC Document

MISCELLANEOUS D365 MSC DOCUMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client engages Contractor to perform certain services and deliverables related to the Client's enterprise resource planning and business application needs under the D365 MSC framework; and

WHEREAS, Contractor represents that it possesses the necessary skill, personnel, and resources to perform the services described in this Agreement in a professional manner and in accordance with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide services and Client will compensate Contractor.

Scope of Work

Contractor shall perform the services and provide the deliverables described below. The parties acknowledge that any material change to the scope shall be documented in a written change order signed by both parties.

Payment Terms

Client shall pay Contractor the fees set forth below in consideration for the services rendered. All payments are due in U.S. Dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall terminate on .

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Contractor for services performed through the effective date of termination and for any non‑cancelable commitments reasonably incurred by Contractor.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Recipient shall (a) use Confidential Information solely for the performance of this Agreement; (b) take reasonable measures to protect Confidential Information from unauthorized disclosure; and (c) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Exceptions: Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was in Recipient's possession prior to disclosure; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is lawfully obtained from a third party without breach of an obligation of confidentiality.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or a party's breach of its confidentiality obligations, neither party shall be liable for any incidental, consequential, punitive or indirect damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement during the six (6) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail, or recognized overnight courier.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to its conflict of law principles.

Dispute Resolution: The parties shall use good faith negotiations to resolve disputes. If unresolved, disputes shall be resolved by binding arbitration administered in the chosen jurisdiction in accordance with rules applicable to commercial disputes.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, including all exhibits, schedules and change orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Amendment: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect to the extent enforceable.

Signatures

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