Business Activity Play Template

BUSINESS ACTIVITY PLAY TEMPLATE

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client seeks to define and implement a repeatable business activity play (the Play) to achieve the objectives described below; and

WHEREAS, Service Provider possesses the expertise, personnel, processes, and tools necessary to develop and execute the Play and to deliver the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms, scope, payment, confidentiality, and governance applicable to the Play.

PROJECT IDENTIFIERS

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below. The Scope describes the activities, deliverables, acceptance criteria, and roles required to execute the Play.

KEY ACTIVITIES & ROLES

Outline sequential activities, responsible parties, and expected durations. The Service Provider will maintain a task register and escalate deviations to the Client contact.

MILESTONES, DELIVERABLES & BUDGET

PAYMENT TERMS

Client agrees to pay Service Provider in accordance with the following payment terms.

TERM AND TERMINATION

This Agreement will commence on Start Date: and will continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period defined above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by either party that is designated confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer lists, playbooks, processes, and technical information.

Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is received from a third party without breach of any obligation of confidentiality; (iii) is independently developed without use of the other's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice to permit a protective order or other remedy.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing methodologies, know-how, templates, and tools used in providing the Play. Work product specifically created for Client under this Agreement will be considered a "Deliverable." Upon full payment, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use Deliverables for Client's internal business purposes. Nothing in this Agreement assigns Service Provider's underlying intellectual property rights.

RISK MITIGATION & COMMUNICATIONS

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior negotiations, proposals, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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

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