Business BPR Template

BUSINESS BPR AGREEMENT

Parties

Effective Date:

Recitals

WHEREAS, Client is engaged in the business of operating and managing business processes and desires an evaluation and redesign of certain operational processes for the purpose of improving efficiency, reducing cost, and enhancing controls; and

WHEREAS, Consultant has represented that Consultant possesses the expertise, personnel and capability to perform business process reengineering (BPR) and related advisory services described in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Consultant will provide such services to Client.

Scope of Work

Consultant shall perform business process reengineering services including process mapping, diagnostic analysis, redesign recommendations, implementation planning, performance metrics definition, and project handover as further described below. Consultant will deliver deliverables and milestones in accordance with the schedule set forth in the Payment Terms and Project Schedule.

Payment Terms

Client shall pay Consultant the fees and reimburse expenses in accordance with this section. All fees are exclusive of taxes unless otherwise stated.

Consultant will submit invoices in accordance with the Payment Schedule. Amounts invoiced are due and payable within days of invoice receipt. Approved reimbursable expenses are payable within the same period.

Unpaid amounts shall accrue interest at the rate of on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client is responsible for reasonable collection costs and attorneys' fees incurred by Consultant to collect overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience by providing written notice to the other party not less than days prior to termination. Upon termination for convenience, Client will pay Consultant for work performed and expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not affect accrued rights or obligations.

Confidentiality

"Confidential Information" means proprietary, technical, financial, operational or other non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful attempt to limit disclosure.

The obligations under this Confidentiality section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Exclusive jurisdiction for any disputes shall be the state and federal courts located in the chosen jurisdiction unless the parties mutually agree otherwise in writing.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Consultant may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Indemnity: Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

Entire Agreement

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

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