Business CMM Document

Business CMM Document

This Business CMM Document (the "Agreement") is entered into effective as of by and between:

Recitals

WHEREAS, Client seeks to assess, improve and formally document its Change and Configuration Management ("CMM") processes, controls and maturity to reduce operational risk, improve release governance, and align controls with business objectives; and

WHEREAS, Service Provider represents that it has the appropriate experience, personnel, and resources to perform assessments, design process improvements, and assist Client in implementing configuration and change management practices consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, deliverables, fees, and confidentiality associated with the CMM engagement.

Scope of Work

Service Provider shall perform the CMM services described below. Service Provider shall exercise commercially reasonable efforts to meet schedules agreed by the parties and to perform the Services in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services and Deliverables. All payments shall be made in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until paid in full. Client shall also reimburse Service Provider for reasonable collection costs, including attorney fees.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the Notice Period after receipt of written notice. Either party may terminate for convenience upon providing the Notice Period to the other party. Termination shall not relieve Client of the obligation to pay for Services performed and Deliverables delivered through the effective date of termination.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (c) disclose Confidential Information only to employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was already in the possession of the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of its own gross negligence or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party's aggregate liability for direct damages under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to choice-of-law principles that would apply the laws of another jurisdiction.

Notices

All notices required or permitted under this Agreement must be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, addressed to the other party at the address set forth in this Agreement or such other address as a party may designate by notice under this section.

Entire Agreement

This Agreement, including all exhibits and attachments hereto, 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Execution

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties.

Sign Now