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Sample Customer Agreement


This Customer Integration Services Agreement ("Agreement") is made as of [Effective Date], by and between [Partner Company Name], a company incorporated in [Partner's Jurisdiction] ("Partner"), and [Customer Name], a company incorporated in [Customer's Jurisdiction] ("Customer"). Collectively, Partner and Customer are referred to as the "Parties."

1. Purpose and Scope

The purpose of this Agreement is to establish a collaborative business relationship between Partner and Customer. Partner shall provide integration services to Customer utilizing the Integration Platform developed by Managed Functions Pty Ltd ("Company"), in accordance with the terms and conditions of this Agreement.

2. Definitions

2.1. "Integration Platform" refers to the Company's proprietary platform, which includes a development environment and a proprietary build process that deploys integration functions as serverless functions on various cloud platforms such as AWS, GCP, Azure, Cloudflare, Oracle, or other cloud platforms.

2.2. "Function" means a specific piece of code designed to facilitate the exchange of data between two or more business systems.

2.3. "Project" refers to a unique instance of work undertaken by the Parties under this Agreement. The Project Definition includes, but is not limited to, the list of integration functions to be built, roles and responsibilities, cloud infrastructure, charging model, timeline, milestones, and any other relevant information.

3. Services

3.1. Partner shall provide Customer with access to the Integration Platform and associated services, including development, deployment, monitoring, and maintenance services. Additional services may be provided as mutually agreed upon in writing.

3.2. Partner shall ensure that the Integration Platform is updated, maintained, and operates according to the specifications agreed upon between the Parties.

4. Fees and Payment

4.1. Customer shall pay Partner the following fees for the use of the Integration Platform and associated services:

(a) A monthly platform fee of $____;

(b) A monthly fee of $____ per Function;

(c) Costs incurred from the cloud providers if using Company's cloud infrastructure or Partner's cloud infrastructure;

(d) Costs incurred from other third-party providers such as data extraction services;

4.2. In addition, Customer shall pay Partner for the use of its development and support resources at a rate of $____ per hour.

4.3. Partner shall invoice Customer for the fees and charges specified in this Section, and Customer shall pay each undisputed invoice within 14 days of receipt.

4.4 All fees are quoted in US Dollars.

4.5 Customer shall be responsible for its own taxes, including, but not limited to, income taxes, withholding taxes, sales taxes, and value-added taxes (VAT) arising out of or in connection with the transactions under this Agreement.

5. Intellectual Property and Confidentiality

5.1. The Company retains all intellectual property rights in the Integration Platform, including any improvements, modifications, or enhancements made during the term of this Agreement.

5.2. Customer shall not use, reverse-engineer, decompile, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Integration Platform, except as expressly permitted under this Agreement.

5.3. The Parties shall maintain the confidentiality of any information disclosed or obtained in connection with this Agreement, in accordance with the terms of any separate non-disclosure agreement executed between them.

6. Liability and Indemnification

6.1. Each Party's liability under this Agreement shall be limited to direct damages caused by its failure to exercise reasonable care in the performance of its obligations under this Agreement.

6.2. Neither Party shall be liable for any indirect, incidental, consequential, special, or exemplary damages, even if such Party has been advised of the possibility of such damages.

6.3. Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with

(a) any breach of this Agreement by the indemnifying Party or

(b) any gross negligence or willful misconduct by the indemnifying Party, its employees, agents, or contractors.

6.4. Subject to applicable law and notwithstanding any other provision in this Agreement, each Party's total liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the aggregate amount paid or payable by the Customer to the Partner under this Agreement during the 12 months immediately preceding the event giving rise to the claim.

6.5. The limitation of liability set forth in Clause 6.4 shall not apply to:

(a) any breach of confidentiality obligations;

(b) any indemnification obligations;

(c) any liability arising from willful misconduct, gross negligence, or fraud by either Party; or

(d) any liability which cannot be lawfully limited or excluded under applicable law.

7. Term and Termination

7.1. This Agreement shall have an initial term of one (1) year from the Effective Date. Upon expiration of the initial term, this Agreement shall automatically renew annually until terminated in accordance with the terms of this Agreement.

7.2. Either Party may terminate this Agreement for convenience with ninety (90) days' written notice to the other Party.

7.3. Either Party may terminate this Agreement with immediate effect upon written notice to the other Party if the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

8. Governing Law and Dispute Resolution

8.1. This Agreement shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

8.2. The Parties agree to use good faith efforts to resolve any dispute arising out of or in connection with this Agreement through negotiation. If the Parties are unable to resolve the dispute through negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the rules of [Arbitration Institution]. The arbitration shall take place in [Arbitration Location], and the decision of the arbitrator(s) shall be final and binding upon the Parties.

9. Miscellaneous

9.1. This Agreement, together with any Project entered into by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

9.2. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

9.3. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest in the event of a merger, acquisition, or sale of all or substantially all of the assets of the assigning Party.

9.4. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement and the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Partner Company Name][Customer Company Name]