Business Context CBC

BUSINESS CONTEXT CBC

This Business Context CBC Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client operates a business requiring a structured, documented business context and related analysis in connection with its CBC initiative, including identification of stakeholders, processes, risks and mitigation strategies;

WHEREAS, Contractor represents that it possesses the professional expertise, personnel and resources to provide a Business Context CBC analysis and related deliverables in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Contractor shall perform the Business Context CBC services described below and deliver related reports, templates and presentations (collectively, "Deliverables"). The scope may include stakeholder mapping, process analysis, gap assessment, risk register, and recommendations for remediation and monitoring.

2. PAYMENT TERMS

Client shall pay Contractor the fees described below in consideration for the satisfactory performance of the Services and delivery of the Deliverables in accordance with this Agreement.

Late payments shall accrue interest at the rate specified below and Contractor may suspend performance if invoices remain unpaid beyond the notice period.

3. TERM AND TERMINATION

This Agreement commences on the Start Date below and shall continue until the End Date or until earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period above after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party, and shall not use except in performance of this Agreement, any Confidential Information of the other party (the "Disclosing Party"). Confidential Information includes non-public business information, technical data, analyses, reports, proposals, and all materials marked or reasonably understood to be confidential.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of months, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Contractor grants Client a non-exclusive, perpetual, worldwide license to use Deliverables for Client's internal business purposes. Contractor retains ownership of Contractor's pre-existing methodologies, templates and tools. Any Client-provided data shall remain Client's property; Contractor shall use such data only to perform the Services and shall return or destroy it upon request.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for liability for gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential or punitive damages. The aggregate liability of either party for any claim under this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement in the twelve (12) months preceding the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction stated below, without regard to conflict of law principles.

8. ENTIRE AGREEMENT

This Agreement, including any documents incorporated by reference and any statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Notices under this Agreement shall be sent to the contact addresses provided by the parties. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent to the greatest extent permitted by law.

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