Business Configuration Memo

BUSINESS CONFIGURATION MEMO

Memo Number:    Effective Date:

Parties

WHEREAS

WHEREAS, Company Name: seeks to establish a documented configuration of specified business systems and processes to support commercial operations; and

WHEREAS, Provider Name: has expertise and agrees to perform configuration, integration, and handover services described in this memorandum under the terms set forth below;

NOW, THEREFORE, the parties agree as follows.

Scope of Work

The Provider shall perform the configuration services, system settings, role assignments, data migration, and documentation required to place the identified business systems in operational condition. Services shall include acceptance testing, remediation of defects identified in acceptance testing, and delivery of operational runbooks and configuration documentation.

Configuration Items / Checklist

The following configuration items are included in this engagement. Check all that apply:

System settings and parameters

User roles and permissions

Third‑party integrations and API connections

Data migration and validation

Operational documentation and runbooks

Payment Terms

In consideration for the services, Company shall pay Provider the fees described below. All fees are exclusive of applicable taxes unless otherwise stated.

Payments shall be made within the payment terms set forth in the payment schedule. Overdue amounts incur the late payment charge specified above, and shall accrue until paid in full. Provider may suspend performance for nonpayment thirty (30) days after written notice of default if the default is not cured.

Term and Termination

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

Either party may terminate this Memo for material breach if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. Confidential Information means nonpublic information disclosed in connection with this Memo, including configuration data, access credentials, business rules, and technical documentation. Recipient shall (i) hold such information in strict confidence, (ii) use it solely to perform or receive the services under this Memo, and (iii) not disclose it to third parties except to employees or contractors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations survive termination for a period of years, except as otherwise required by law. Each party may seek injunctive relief to prevent unauthorized disclosure.

Change Control

Changes to scope, schedule, or fees shall be implemented only by written change order signed by authorized representatives of both parties. Provider shall not be obligated to perform changes that have not been approved in a signed change order.

Governing Law

This Memo shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Venue for any dispute shall lie in the state or federal courts located in that state.

Entire Agreement

This Memo, together with any executed change orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral.

Notices

Acceptance Criteria

Acceptance will be based on successful completion of the test cases and validation steps set forth in the deliverables. Provider shall remedy material defects identified during acceptance testing within a commercially reasonable time at no additional charge if defects are attributable to Provider's work. Final acceptance occurs when Company delivers written notice of acceptance.

Miscellaneous

Each party represents and warrants that it has full power and authority to enter into this Memo. Neither party may assign this Memo without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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