Business Contract Management Process

BUSINESS CONTRACT MANAGEMENT PROCESS

This Business Contract Management Process Agreement (the Agreement) is made and entered into by and between the parties identified below for the purpose of establishing the process, responsibilities and legal terms governing the procurement, execution, management and closeout of business contracts.

Parties and Effective Date

Effective Date:

WHEREAS

WHEREAS, Company Name: seeks to procure services and manage agreements under a consistent contract management process; and

WHEREAS, Contracting Party Name: has the expertise and resources to perform the services described herein; and

WHEREAS, the parties desire to document the contract management process, assign responsibilities for procurement, execution, monitoring, change control, record retention and closeout, and to establish the legal terms that will govern their contractual relationship.

Scope of Work

Deliverables, milestones, acceptance criteria and roles for contract initiation, review, approval, execution, change management and closeout shall be defined in the Scope of Work above and incorporated into each contract as applicable.

Payment Terms

Invoices shall be submitted to Company within days of completion of each milestone or monthly as set forth in the Payment Schedule. Company shall pay valid invoices within days of receipt unless a reasonable dispute is promptly notified in writing.

Late payments shall accrue interest at percent per month, or the maximum rate permitted by applicable law, whichever is less.

Term and Termination

Term Start Date: . Term End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

Each party (the Recipient) shall protect Confidential Information of the other party (the Discloser) and shall not disclose, use or permit access to such Confidential Information except as necessary to perform obligations under this Agreement. Confidential Information means non-public business, technical, financial or other proprietary information that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Recipient; (b) was known to the Recipient prior to disclosure as evidenced by written records; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

Duration of confidentiality obligations: unless a longer period is required by applicable law or by the nature of trade secrets.

Notices

Representations; Independent Contractor

Each party represents that it has full corporate power and authority to enter into this Agreement and perform its obligations hereunder. The Contracting Party shall perform services as an independent contractor and nothing in this Agreement shall create an employment, partnership, agency or joint venture relationship.

Contractor acknowledges and confirms that it performs all services as an independent contractor.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation and, if unresolved within thirty (30) days, by mediation before pursuing other remedies.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence or breach of confidentiality obligations, neither party shall be liable to the other for consequential, punitive, special or incidental damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total amounts paid or payable under the specific contract giving rise to the claim during the twelve (12) months prior to the claim.

Entire Agreement; Amendments

This Agreement, together with any schedules, statements of work and attachments incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment or waiver must be in a signed writing executed by authorized representatives of both parties.

Record Retention and Audit

The Contracting Party shall maintain complete and accurate records relating to performance, invoices and costs under this Agreement for a period of years following final payment. Company or its authorized representative shall have the right to audit such records upon reasonable notice and during normal business hours.

Miscellaneous Provisions

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and the invalid provision will be replaced by a valid provision that most closely reflects the parties' intent.

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