Software Integration Agreement sample
Software Integration Agreement An agreement for integrating software systems, specifying integration scope, technical requirements, and responsibilities.
This Software Integration Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between [Party_A_Name], a [Party_A_Jurisdiction] company ("Party A"), and [Party_B_Name], a [Party_B_Jurisdiction] company ("Party B") (each a "Party" and collectively, the "Parties").
The purpose of this Agreement is to set forth the terms and conditions governing the integration of Party A's customer relationship management system ("Software A") with Party B's enterprise resource planning solution ("Software B") (collectively, the "Software Integration").
The Software Integration shall enable seamless data exchange, synchronization, and interoperability between Software A and Software B for the mutual benefit of the Parties and their respective customers. The scope of the Software Integration shall include, but is not limited to, the following features and functions: [Specify list of features and functions]
2.1. Specifications
The Parties agree to develop and maintain technical documentation, including specifications and interface descriptions ("Documentation"), that accurately and completely describe the Software Integration. The Parties agree to provide each other with access to the Documentation, and to review and update such Documentation as necessary to facilitate the Software Integration.
2.2. Standards and Protocols
The Software Integration shall conform to industry best practices, applicable laws, and relevant standards and protocols for the secure and reliable exchange of data and information between the Parties' software systems.
2.3. Technical Support
Each Party agrees to provide reasonable technical support to the other Party as necessary to facilitate the Software Integration, including troubleshooting, bug fixes, and updates to the Documentation.
3.1. Testing Plan
The Parties agree to collaboratively develop and execute a mutually agreed testing plan for the Software Integration ("Testing Plan"). The Testing Plan may include, but is not limited to, unit testing, system testing, performance testing, and user acceptance testing.
3.2. Test Results and Acceptance
Upon completion of the Testing Plan, the Parties shall jointly review the test results to determine whether the Software Integration satisfies the agreed-upon technical requirements and specifications. If the test results are satisfactory, the Parties shall proceed with acceptance and implementation of the Software Integration. If the test results are unsatisfactory, the Parties shall work together to address any issues or deficiencies until the Software Integration meets the agreed-upon technical requirements and specifications.
4.1. Development and Maintenance
Each Party shall be responsible for the development, maintenance, and necessary updates of their respective software components in connection with the Software Integration. Each Party shall promptly notify the other Party of any changes to its software that may impact the Software Integration.
4.2. Compliance
Each Party shall ensure that its software, operations, and activities in connection with the Software Integration comply with all applicable federal, state, and local laws, regulations, ordinances, and rules, as well as with any applicable industry standards and best practices.
4.3. Confidentiality
Each Party agrees to maintain the confidentiality of any confidential or proprietary information received from the other Party in connection with the Software Integration, and to use such information solely for the purposes of the Software Integration, in accordance with the terms of any applicable non-disclosure agreement between the Parties.
4.4. Intellectual Property
Each Party retains all right, title, and interest in and to its respective software and intellectual property. Nothing in this Agreement shall be construed as granting or transferring any intellectual property rights from one Party to the other, except as expressly set forth in this Agreement or as otherwise agreed by the Parties in writing.
5.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States and the laws of the State of [Governing State], without regard to its conflict of law provisions.
5.2. Jurisdiction
The Parties consent to the exclusive jurisdiction of the state and federal courts located in [Governing State] for the resolution of any disputes arising under or in connection with this Agreement.
6.1. Entire Agreement
This Agreement, together with any other agreements or documents expressly referenced herein, constitutes the entire understanding of the Parties with respect to the Software Integration, and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether oral or written, between the Parties relating to the subject matter of this Agreement.
6.2. Amendment
This Agreement may be amended, modified or supplemented only by a written document executed by the Parties.
The failure or delay of either Party in exercising any right, remedy, or power under this Agreement shall not constitute a waiver of such right, remedy, or power.
6.4. Severability
If any provision of this Agreement is held invalid or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.
All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed received when personally delivered or when sent by email or other electronic means, with confirmation of receipt, to the respective email addresses of the Parties as set forth in this Agreement or as updated by notice from one Party to the other.
6.6. Independent Contractors
The Parties are independent contractors, and nothing in this Agreement shall be construed as creating a partnership, joint venture, principal-agent, or employer-employee relationship between the Parties.
IN WITNESS WHEREOF, the Parties have executed this Software Integration Agreement as of the Effective Date.
By:__________________________ By:__________________________
Name:________________________ Name:________________________
Title:________________________ Title:________________________
Date:________________________ Date:________________________
