Business Design Narrative

Business Design Narrative

This Business Design Narrative (the "Narrative") documents the agreed design, deliverables and commercial terms between the parties identified below and describes the services to be provided pursuant to a separate service agreement or statement of work. Effective Date:

WHEREAS

WHEREAS, Client Name: , a business organized and existing at , desires to engage Service Provider to develop and document the design of business processes, user experience and high-level system interactions for the Project named .

WHEREAS, Service Provider Name: , with principal place of business at , has the personnel, credentials and expertise to provide the services described herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree to the Narrative and the terms contained herein.

Scope of Work

The Service Provider shall perform the design services described in this Scope of Work. The Scope of Work shall include, at minimum, business process modeling, user journey mapping, high-level interaction diagrams, and a written narrative describing rationale, key decisions and recommended implementation considerations.

Acceptance Criteria

Deliverables shall be deemed accepted when the Client provides written acceptance or fails to provide reasonably detailed written rejection within days after delivery. Rejections must specify defects or non-conformance in sufficient detail to permit remediation.

Payment Terms

Compensation for the services described in this Narrative shall be as set forth below. All fees are payable in the currency stated and exclude taxes unless otherwise identified.

Late payments shall accrue interest at a rate of from the due date until paid. The Client shall also reimburse reasonable collection costs and attorneys' fees incurred to obtain payment.

Term and Termination

This Narrative shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within 30 days after receipt of written notice describing the breach.

Upon termination, the Service Provider shall deliver all work in progress and the Client shall pay for all services performed and reasonable non-cancellable commitments made through the effective date of termination.

Confidentiality

Each party shall protect Confidential Information of the other party and shall not disclose such information to third parties except to employees, contractors or advisors who have a need to know and are bound to confidentiality obligations at least as protective as those herein. "Confidential Information" means non-public information disclosed in any form that is marked confidential or would reasonably be understood to be confidential.

The confidentiality obligations shall continue for a period of years following termination or expiration of this Narrative, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants the Client a perpetual, non-exclusive, royalty-free license to use deliverables created specifically for the Client under this Narrative for the Client's internal business purposes. Service Provider retains ownership of pre-existing tools, methodologies and templates. To the extent applicable and subject to payment in full, the Service Provider shall assign to the Client all right, title and interest in and to custom deliverables created hereunder, including copyrights, to the extent assignable.

Representations; Warranties; Limitation of Liability

Each party represents it has authority to enter into this Narrative. The Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS NARRATIVE EXCEED THE FEES PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS NARRATIVE.

Governing Law

This Narrative shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to choice-of-law principles.

Notices

Entire Agreement; Amendment

This Narrative, together with any statements of work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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