Systems Integration Agreement

This Systems Integration Agreement template is established between a Supplier and a Customer. The agreement outlines the procurement and integration of software, hardware, and related services and is designed on a broadly pro-supplier basis and includes detailed schedules for software, hardware, and project plans. The agreement defines key terms, the appointment of the Supplier, the duration of the contract, and a post-contract verification period. It details the services to be provided, including deployment, maintenance, and training services, and the preparation of a Detailed Project Plan.  The Supplier is responsible for the delivery, installation, and acceptance testing of hardware and software, and for ensuring compliance with the Customer's policies. The agreement also covers intellectual property rights, confidentiality, data protection, and conditions for termination.  It includes provisions for charges, payment terms, and dispute resolution. The document aims to ensure a clear understanding and smooth execution of the systems integration project between the Supplier and the Customer. The template agreement is governed by the laws of England and Wales.

Main Provisions of the Systems Integration Agreement:

1. Definitions and Interpretation: Key terms and their meanings are defined to ensure clarity throughout the agreement.
2. Appointment: The Customer appoints the Supplier to provide the Services from the Commencement Date.
3. Duration: The agreement starts on the Commencement Date and continues until the Services are completed, with specific terms for Development and Maintenance Services.
4. Post-contract Verification: An eight-week period to validate assumptions about the Customer Environment and adjust Charges if necessary.
5. Services: Detailed description of the Deployment and Maintenance Services to be provided by the Supplier, including hardware and software delivery, installation, and integration.
6. Integration Assistance: Supplier's cooperation with Customer and third-party service providers for integration, with additional assistance being chargeable.
7. Training Services: Training provided on a 'train-the-trainer' basis, with a detailed Training Plan to be agreed upon.
8. Project Plan: Supplier to prepare a Detailed Project Plan for Customer approval, with provisions for changes and dispute resolution.
9. Design and Approval of Documentation: Supplier responsible for technical design documents and managing the review process with the Customer.
10. Supplied Hardware Delivery: Details on the delivery, installation, and acceptance testing of hardware.
11. Acceptance of Supplied Hardware: Supplier to conduct hardware acceptance tests and remedy any issues.
12. Licence: Supplier grants a non-exclusive, non-transferable licence to use the software and customizations.
13. Development Requirements: Supplier to configure and develop software to meet the Functional Specification.
14. Functional Specification: Supplier to prepare and deliver a Functional Specification reflecting Customer Requirements for approval.
15. Delivery and Installation of Software: Supplier to deliver and install software, ensuring it is free from malware.
16. Milestones and Delays: Supplier to use reasonable efforts to meet milestones, with provisions for corrective action plans in case of delays.
17. Customer Dependencies: Customer to provide necessary information, assistance, and access to enable Supplier to perform Services.
18. Customer Policy Compliance: Supplier to comply with Customer's policies, with changes managed through the Change Control Procedure.
19. Change Control Procedure: Detailed process for managing changes to the Services or agreement terms.
20. Non-solicitation: Customer agrees not to solicit Supplier's employees for one year after the agreement term.
21. Contract Management: Both parties to appoint Contract Managers to oversee the agreement and resolve issues.
22. Sub-contracting: Supplier may subcontract its obligations but remains responsible for subcontractors' actions.
23. Force Majeure: Provisions for handling delays or failures due to events beyond control.
24. Charges and Payment: Details on charges, invoicing, and payment terms, including interest on late payments.
25. Set-off: Neither party can set off amounts owed against amounts due under this agreement.
26. Tax: Charges are exclusive of VAT, and Customer to pay all sums free of deductions.
27. Intellectual Property Rights: Ownership and licensing of intellectual property, including indemnity for IPR claims.
28. Confidentiality: Obligations to keep information confidential during and after the agreement term.
29. Announcements: Supplier may publicize the agreement with Customer's prior approval.
30. Data Protection: Compliance with data protection obligations as set out in Schedule 7.
31. Termination: Conditions under which either party can terminate the agreement, including for material breach or insolvency.
32. Consequences of Expiry or Termination: Provisions for handling the end of the agreement, including return of confidential information and assistance with service migration.
33. Warranties: Supplier warrants reasonable care and skill in performing Services; both parties warrant authority to enter the agreement.
34. Limitation of Liability: Limits on Supplier's liability, excluding certain types of loss and specific liabilities.
35. Assignment: Supplier may assign its rights; Customer requires Supplier's consent to assign its rights.
36. Rights of Third Parties: No third party has rights to enforce the agreement.
37. Entire Agreement: The agreement constitutes the entire understanding between the parties, superseding previous agreements.
38. Notices: Requirements for giving notices under the agreement.
39. Dispute Resolution: Procedures for resolving disputes, including mediation and expert determination.
40. Further Assurance: Parties to execute documents and perform acts as required to give effect to the agreement.
41. Relationship: The agreement does not create a partnership, joint venture, or agency relationship.
42. Costs: Each party bears its own costs related to the agreement.
43. Severance: Provisions for handling invalid or unenforceable terms.
44. Waiver: Conditions under which rights can be waived.
45. Governing Law and Jurisdiction: The agreement is governed by the law of England and Wales, with disputes settled in its courts. 

The template includes schedules for essential details to be included, including project plans, software and hardware provided in support of the supplier's integration services, as well as for the fees charged to the customer.

Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

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