Business Analyst Document

BUSINESS ANALYST AGREEMENT

This Business Analyst Agreement (the Agreement) is made effective as of (Effective Date), by and between Client Name: and Consultant Name: .

RECITALS

WHEREAS, Client requires business analysis services to identify requirements, document processes, and recommend solutions to improve business performance; and

WHEREAS, Consultant represents that Consultant has the requisite qualifications, experience and resources to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Consultant will perform services for Client.

SCOPE OF WORK

PAYMENT TERMS

Client agrees to pay Consultant for the services described herein as follows:

Any payment not received within days of the invoice due date shall accrue a late fee of per month, calculated monthly on the outstanding balance.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of notice specifying the breach.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence and shall not disclose, use or permit the use of any Confidential Information of the other party (Discloser), except as necessary to perform obligations under this Agreement. Confidential Information includes, but is not limited to, business processes, requirements documentation, technical designs, pricing, and customer data. Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed by Recipient without use of Discloser’s Confidential Information.

The obligations of confidentiality survive termination for a period of months following the termination or expiration of this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant grants to Client a perpetual, non-exclusive, worldwide right and license to use Deliverables developed under this Agreement for Client’s internal business purposes upon full payment of all amounts due. Consultant retains ownership of pre-existing materials, tools and methodologies used in performing services, provided that Consultant grants Client a royalty-free license to any such pre-existing materials only to the extent incorporated into the Deliverables.

CHANGE ORDERS

Any material changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. The change order shall describe the change in scope, any adjustment to fees, and any schedule impacts.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its negligent acts or willful misconduct in connection with performance under this Agreement. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY CLAIMS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and signed change orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to the subject matter hereof. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or an agreed electronic delivery method.

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