Business Automation Document

BUSINESS AUTOMATION AGREEMENT

This Business Automation Agreement (the Agreement) is entered into by and between:

Effective Date: .

RECITALS

WHEREAS, Service Provider has expertise in designing, implementing and maintaining business automation solutions, including but not limited to process analysis, workflow design, robotic process automation, systems integration and attendant technical services; and

WHEREAS, Client desires to engage Service Provider to deliver automation services to improve operational efficiency, subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that deliverables created under this Agreement will be provided and licensed or assigned in the manner set forth in this Agreement.

SCOPE OF WORK

Service Provider shall provide business automation services as described in this Section and any Statement of Work executed by the parties. Core services may include process mapping, automation design, development, integration, testing, deployment, user training and limited maintenance.

PAYMENT TERMS

In consideration for the services described herein, Client shall pay Service Provider the fees and on the schedule set forth in this Agreement.

All fees are exclusive of taxes. Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses. If Client disputes an invoice, Client shall nonetheless pay undisputed portions when due; parties will use commercially reasonable efforts to resolve any disputed portion promptly.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date or until terminated as provided herein.

Start Date: ; End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after written notice. Either party may terminate for insolvency, bankruptcy or the appointment of a receiver. Upon termination, Client will pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, including business processes, technical designs, source code, specifications, pricing and customer data. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) required to be disclosed by law with prompt notice to the disclosing party.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to those employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein. Upon termination or upon request, the receiving party shall return or destroy Confidential Information and certify such destruction in writing when requested.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of preexisting tools, templates, libraries and know-how. Upon full payment, Service Provider assigns to Client all right, title and interest in deliverables that are custom-created for Client under this Agreement, excluding Service Provider's preexisting materials and third-party components which are licensed, not assigned. Client's use of delivered automation artifacts is subject to any third-party license terms included with incorporated components.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EXCEPT IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of: without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of this Agreement.

ENTIRE AGREEMENT

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

NOTICES

Notices under this Agreement shall be delivered to the addresses set forth below or such other address as either party designates in writing. Delivery by email is permitted with confirmation of receipt.

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