Business Delivery Model

BUSINESS DELIVERY MODEL AGREEMENT

This Business Delivery Model Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Service Provider to implement, manage, or deliver a business delivery model described herein to support Client's commercial operations and customer-facing services; and

WHEREAS, Service Provider represents that it has the personnel, systems, and know-how to design, implement, and operate the delivery processes, technology integrations, and operating procedures necessary for the business delivery model; and

WHEREAS, the parties wish to set forth the scope, payments, confidentiality obligations, and other terms that will govern their relationship with respect to the business delivery model.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in accordance with the timelines and performance standards set forth in this Agreement. The scope includes design of delivery processes, technology integration, personnel training, operational runbooks, and go-live support.

PAYMENT TERMS

Client shall pay Service Provider compensation for services rendered as follows. All amounts are exclusive of applicable taxes unless stated otherwise.

Invoices shall be submitted in accordance with the payment schedule. Payments are due within days of invoice receipt.

Late payments will incur a fee equal to or interest at , whichever is greater, assessed daily from the payment due date until paid in full.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, expires on End Date: .

Either party may terminate this Agreement for convenience provided the terminating party delivers written notice at least prior to the intended termination date.

Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its payment obligations for services performed through the effective date of termination or any liability for breaches occurring before termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written, or electronic, 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 lists, pricing, technical designs, and operational procedures.

Each party agrees to: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive for a period of three (3) years following the termination or expiration of this Agreement, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law. Remedies for breach include injunctive relief and monetary damages.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, each party retains all right, title, and interest in and to its pre-existing intellectual property. Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Data generated in the course of performance shall be owned by Client, subject to Service Provider's right to use aggregated, non-identifying performance metrics for improvement of its services.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules.

ENTIRE AGREEMENT

This Agreement, including any attachments and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact persons below by hand, certified mail, or recognized overnight courier, and shall be effective upon receipt.

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