Salesforce Business Template

SALESFORCE BUSINESS TEMPLATE

This Agreement is made as of between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing Salesforce consulting, configuration, integration, development and related professional services to enterprise clients; and

WHEREAS, Client desires to retain Service Provider to perform a Salesforce implementation and related services as described in this Agreement and the accompanying Statement of Work; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of information exchanged in connection with the Services.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Value:

Invoicing Frequency:

Payment Due Within (days):    Late Payment Interest: % per month (or highest lawful rate)

All fees are exclusive of taxes. Client shall be responsible for any applicable sales, use or value-added taxes, except taxes based on Service Provider's net income.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party. For material breach, the non-breaching party may terminate after cure period following written notice of breach if the breach is not remedied.

Upon termination, Client shall pay Service Provider for all Services performed and work-in-progress through the effective date of termination, together with any reasonable wind-down costs pre-approved in writing.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated confidential or that reasonably should be understood to be confidential. Each party agrees (a) to use Confidential Information solely to perform its obligations under this Agreement, (b) to limit access to confidential materials to employees and contractors who have a need to know and are bound by confidentiality obligations, and (c) to protect such information using 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 is (i) publicly known through no breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the other's Confidential Information. Required disclosures by law shall be preceded by reasonable notice to the disclosing party where permitted.

INTELLECTUAL PROPERTY & LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing tools, methodologies and intellectual property. Client receives a non-exclusive, non-transferable license to use deliverables specified as Client-owned in the Statement of Work for its internal business purposes only, subject to full payment of all fees.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE MONTHS.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

ENTIRE AGREEMENT

This Agreement, together with any attached Statement of Work and accepted change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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