Miscellaneous V. Port Template

MISCELLANEOUS V. PORT TEMPLATE

This Miscellaneous V. Port Agreement ("Agreement") is entered into as of Effective Date: , by and between Client Name: ("Client") and Service Provider Name: ("Provider"). Client and Provider are collectively referred to as the Parties.

WHEREAS

WHEREAS, Client requires porting, migration, integration and related technical services for certain systems, data, or interfaces as described in this Agreement; and

WHEREAS, Provider has the technical expertise and resources to perform such porting and associated professional services under the terms and conditions set forth below; and

WHEREAS, the Parties desire to set forth their agreement regarding the scope, compensation, confidentiality, term and other material provisions governing Provider's performance.

1. Scope of Work

1.1 Provider shall perform the services described below (the "Services") and deliver the deliverables specified. The Services shall include all labor, materials, tools, testing, and documentation reasonably necessary for completion in accordance with the Acceptance Criteria.

1.2 Acceptance Criteria: Provider shall deliver each milestone subject to Client review and written acceptance. Client shall provide acceptance or reasonably detailed rejection within calendar days of receipt. If Client fails to respond in that period, the deliverable shall be deemed accepted.

2. Payment Terms

2.1 Fees. Client shall pay Provider the fees set forth below in consideration for the Services. Fees are exclusive of applicable taxes and reimbursable expenses approved in advance by Client.

2.2 Invoicing and Payment Terms. Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoiced amounts within days of invoice receipt. Late payments shall accrue interest as set forth in Section 2.3.

2.3 Disputed Charges. Client must notify Provider in writing of disputed charges within ten (10) days of receipt of the invoice and provide reasonable detail supporting the dispute. The Parties shall cooperate in good faith to resolve any disputed amounts. Undisputed portions remain payable when due.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on the Start Date below and remain in effect until the End Date below, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon delivering written notice to the other Party not less than days prior to the effective termination date.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach. Termination shall be without prejudice to any other remedies available at law or in equity.

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing or by observation, that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential.

4.2 Obligations. The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to avoid disclosure as it uses to protect its own confidential information, but in no event less than reasonable care.

4.3 Exclusions. Confidential Information shall not include information that (i) is or becomes generally known to the public through no breach by the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

5. Indemnification and Limitation of Liability

5.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from claims, liabilities, losses and expenses arising out of the indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement, subject to the limitations set forth in this Section.

5.2 Limitation of Liability. Except for liabilities arising from a Party's gross negligence, willful misconduct, or breach of confidentiality obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either Party for direct damages arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

6. Insurance

Provider shall maintain insurance appropriate to the Services performed, including general liability and professional liability coverage, in commercially reasonable amounts and shall provide evidence of such insurance upon Client's request.

7. Governing Law and Dispute Resolution

7.1 Governing Law. 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.

7.2 Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If unresolved within thirty (30) days, the Parties may pursue any available legal or equitable remedies in the courts of the chosen governing law.

8. Entire Agreement; Amendments

8.1 Entire Agreement. This Agreement, including all attachments and exhibits expressly incorporated herein, 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 written or oral.

8.2 Amendments. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.

9. Notices

Notices shall be in writing and delivered to the addresses above or to such other address as a Party may designate by written notice. Notices shall be effective upon receipt.

10. Miscellaneous

10.1 Relationship of the Parties. Provider is an independent contractor. Nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship between the Parties.

10.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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