Business CRP Document

Business CRP Document

This Business CRP Document (the Agreement) is made effective as of between:

WHEREAS

WHEREAS, Company A is engaged in the business of providing products and services and seeks to establish a formal Change Request Process ("CRP") to manage scope changes, prioritization, and implementation; and

WHEREAS, Company B has experience and capacity to assist Company A in the design, implementation, and administration of the CRP, including documentation, acceptance criteria, and change validation; and

WHEREAS, the parties desire to set forth the terms and procedures governing the development and operation of the CRP and the obligations of each party.

SCOPE OF WORK

Company B will provide professional services to define, document, and operate the CRP, including but not limited to intake procedures, evaluation criteria, prioritization mechanisms, implementation workflows, and acceptance testing protocols. Deliverables, acceptance criteria, and milestone schedule are as follows:

PAYMENT TERMS

In consideration for the services to be performed by Company B, Company A shall pay Company B in accordance with the terms below. All payments are non-refundable except as provided in this Agreement.

All payments shall be made in United States Dollars unless otherwise agreed in writing. Company B shall submit invoices that itemize work performed and reference the applicable milestone or CRP change request number. Disputed invoice amounts must be raised in writing within seven (7) days of receipt; undisputed amounts remain payable as scheduled.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for ten (10) days after written notice, for insolvency or assignment for the benefit of creditors, or for breach of the Confidentiality provisions.

Upon termination, Company B shall deliver all work product completed as of the termination date and shall invoice Company A for all services performed and reasonable costs incurred through the termination date. Company A shall pay all undisputed, accrued amounts in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or visual, 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. Confidential Information includes business plans, customer data, pricing, technical designs, processes, and the contents of change requests submitted under the CRP.

Each receiving party shall: (a) hold Confidential Information in strict confidence and use it solely for the purposes of performing under this Agreement; (b) restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) take reasonable measures to prevent unauthorized use or disclosure. Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was known to the receiving party prior to receipt from the disclosing party as demonstrated by contemporaneous written records; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or upon written request, the receiving party shall return or destroy all Confidential Information and certify destruction in writing if requested. Remedies for breach of this Section include injunctive relief and/or recovery of damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in that state, and the parties submit to the personal jurisdiction of those courts.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

Amendment: No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments, or written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized courier service, and shall be effective upon receipt.

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