Business Annual Work Plan

BUSINESS ANNUAL WORK PLAN

Client Name:   Service Provider Name:

Plan Year:   Prepared By:   Effective Date:

RECITALS

WHEREAS, Client Name: seeks to define and approve an annual program of work for the Plan Year identified above; and

WHEREAS, Service Provider Name: represents that it has the experience and capacity to perform the tasks and deliverables set forth in this Business Annual Work Plan (the "Plan");

WHEREAS, the parties desire that the Plan constitute the operative statement of work and obligations for the Plan Year and be incorporated into the controlling agreement between the parties to the extent applicable.

SCOPE OF WORK

The Service Provider shall perform the work described below consistent with professional standards and the timelines set forth. Specific tasks, deliverables, acceptance criteria, and dependencies are described in the following sections.

OBJECTIVES AND KEY PERFORMANCE INDICATORS

MILESTONES AND TIMELINE

The following milestones represent major deliverables, associated due dates, and party responsibilities. Changes to milestone dates must be documented in writing and signed by both parties.

RESOURCES AND BUDGET

Estimated total budget for the Plan Year shall be set forth below. Budget approvals are required for any material deviations exceeding the tolerance specified in the governing contract.

PAYMENT TERMS

The parties agree that compensation for services performed under this Plan shall be paid in accordance with the terms below. All payments are due in cleared funds and are exclusive of applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, the Service Provider may suspend performance if undisputed invoices remain unpaid thirty (30) days after the invoice due date, provided the Service Provider gives ten (10) days' prior written notice of intent to suspend.

TERM AND TERMINATION

This Plan commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:   End Date:

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is publicly available through no fault of the receiving party, previously known without an obligation of confidentiality, lawfully received from a third party without restriction, or independently developed by the receiving party.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for performance under this Plan, and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Reasonable disclosures required by law shall be made only after prior notice to the disclosing party where legally permissible.

  I acknowledge and agree that Confidential Information will be treated in accordance with the terms above.

GOVERNING LAW

This Plan and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles.

ENTIRE AGREEMENT

This Business Annual Work Plan, together with any controlling agreement between the parties and any attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications relating to such subject matter. Any modification to this Plan must be made in writing and signed by authorized representatives of both parties.

NOTICES

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