Business Automation Mentor Template

BUSINESS AUTOMATION MENTOR AGREEMENT

This Business Automation Mentor Agreement (the Agreement) is entered into as of by and between Mentor Name: , having its principal place of business at (Mentor), and Client Name: , having its principal place of business at (Client).

WHEREAS

WHEREAS, Mentor provides expertise and advisory services in business process automation, systems integration, and workflow optimization; and

WHEREAS, Client desires to retain Mentor to provide advisory, mentoring, and implementation oversight services to improve Client's business operations and automation capabilities under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Mentor will provide mentoring, advisory, and implementation oversight services related to business automation as described below. Specific tasks, milestones, and deliverables shall be set forth in the scope description and may be amended in writing by the parties.

MENTOR RESPONSIBILITIES

Mentor shall provide professional services in a timely and workmanlike manner, including but not limited to strategy development, process mapping, selection and configuration guidance for automation tools, coaching sessions, and knowledge transfer to Client personnel. Mentor shall comply with Client's reasonable policies while on Client premises or systems.

Strategy and roadmapping    Process mapping    Tool selection support    Implementation oversight    Training and documentation

DELIVERABLES AND TIMELINE

Deliverables, acceptance criteria, and timeline shall be described in the Scope of Work. Where milestones are used, Mentor will provide written progress updates upon completion of each milestone or at intervals agreed by the parties.

PAYMENT TERMS

As consideration for the services, Client shall pay Mentor fees in accordance with the schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Unpaid amounts shall accrue interest at (or the maximum rate permitted by law), plus reasonable collection costs.

Mentor shall be reimbursed for reasonable, pre-approved out-of-pocket expenses. Pre-approval shall be required for any single expense exceeding

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose or use Confidential Information of the other party except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business information, trade secrets, techniques, processes, customer lists, pricing, proposals, and any analyses or compilations containing such information. Confidentiality obligations shall survive termination for a period of three (3) years; however, trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSE

Except as expressly provided herein, Mentor retains all right, title and interest in Mentor's pre-existing materials, methodologies, templates, tools, and know-how ("Background IP"). Subject to Client's payment in full for services and deliverables, Mentor assigns to Client ownership of final deliverables specifically created for Client under this Agreement, provided such deliverables are not Mentor Background IP. Mentor hereby grants Client a non-exclusive, non-transferable license to use Mentor Background IP included in the deliverables solely for Client's internal business purposes.

INDEPENDENT CONTRACTOR; LIABILITY; INDEMNIFICATION

Mentor is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Except for willful misconduct or gross negligence, in no event shall either party be liable for indirect, incidental, special or consequential damages. Each party shall indemnify and hold harmless the other from third-party claims arising from its negligent or willful acts or breaches of this Agreement.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices shall be in writing and delivered to the addresses above by hand, nationally recognized overnight courier, or certified mail (return receipt requested) and shall be effective upon receipt.

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