Business Automation Template

BUSINESS AUTOMATION TEMPLATE

Parties

Recitals

WHEREAS, Company seeks to automate specified business processes and deploy software, integrations, and operational workflows to reduce manual intervention and improve throughput; and

WHEREAS, Service Provider represents that it has the technical expertise, resources, and personnel necessary to design, implement, and maintain the automation deliverables described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide automation services to Company effective as of .

Scope of Work

Service Provider will perform the services and deliverables described below. The parties agree that services shall include design, development, testing, deployment, knowledge transfer, and post-deployment support as further specified.

Payment Terms

Company shall pay Service Provider for the services described above in accordance with the schedule and amounts set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate specified below and may be suspended from work until payment is made in full.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, provided that certain breaches such as unauthorized disclosure of confidential information may be cured only by mitigation and injunctive relief.

Confidentiality

Each party (the "Recipient") shall keep confidential all non-public, proprietary, or commercially sensitive information disclosed by the other party (the "Discloser") in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that (i) was in the public domain at the time of disclosure, (ii) becomes publicly available through no fault of Recipient, (iii) is lawfully received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed by Recipient without reference to Discloser's Confidential Information.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants Company a non-exclusive, perpetual, worldwide, royalty-free license to use deliverables provided under this Agreement for Company's internal business purposes. Service Provider retains ownership of pre-existing materials, tools, and methodologies and grants only limited rights to any components embedded in deliverables.

Warranties; Limitation of Liability

Service Provider warrants that it will perform services in a professional and workmanlike manner in accordance with prevailing industry standards. EXCEPT FOR THE FOREGOING, ALL WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY COMPANY TO SERVICE PROVIDER DURING THE SIX (6) 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 laws principles.

Entire Agreement

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment to this Agreement 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 set forth above or to such other address as a party may designate by notice in accordance with this section. Notices are effective upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight carrier.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall 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.

Sign Now