Business Automation Design

BUSINESS AUTOMATION DESIGN AGREEMENT

This Business Automation Design Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates a business that requires process optimization and automation of certain operational functions; and

WHEREAS, Service Provider has expertise in designing, configuring, and implementing automation solutions and related integrations; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will provide automation design, documentation, and implementation services to Client.

SCOPE OF WORK

Project Name:

PAYMENT TERMS

Total Fixed Fee: $

Invoices are due within days of invoice receipt. Late payments shall accrue interest at the lesser of (a) the rate of % per month or (b) the maximum rate permitted by law. Client is responsible for any reasonable collection costs, including attorneys' fees, on overdue amounts.

TERM AND TERMINATION

Term Start Date:   Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately upon written notice for material breach that remains uncured for thirty (30) days after receipt of notice specifying the breach. Termination does not relieve Client of obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic business, technical, product, pricing, financial, customer, and other proprietary information disclosed by either party in any form. Each recipient shall: (a) use Confidential Information only to perform obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care used to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who need access to perform this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the recipient gives prior notice and reasonable assistance to limit disclosure.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Client retains ownership of its pre-existing data and materials. Service Provider retains ownership of tools, methodologies, software, libraries, and other materials developed prior to or independently of this Agreement. To the extent intellectual property is created specifically for Client and paid for in full under this Agreement, Service Provider assigns to Client a perpetual, worldwide, non-exclusive license to use such deliverables for Client's internal business purposes. Any open-source components remain subject to their original licenses.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, even if advised of the possibility of such damages. Each party's aggregate liability arising from or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under the Agreement in the twelve (12) months preceding the claim.

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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Headings are for convenience only and do not affect interpretation.

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