Business Diagram Template

BUSINESS DIAGRAM TEMPLATE

RECITALS

This Business Diagram Template and Services Agreement (the "Agreement") is entered into between Client Name: and Provider Name: .

WHEREAS: Client requires creation, documentation, and delivery of one or more business diagrams describing processes, organizational relationships, systems architecture, or other business flows; and

WHEREAS: Provider represents that it has the skill, experience, and capacity to prepare, refine, and deliver such diagrams and attendant explanatory materials in accordance with the terms of this Agreement; and

WHEREAS: The parties wish to set forth the scope, deliverables, payment, confidentiality, and other terms governing the preparation and use of the business diagram(s).

EFFECTIVE DATE

Effective Date:

SCOPE OF WORK

Provider will prepare and deliver the business diagram(s) and supporting documentation described below. The deliverables will conform to the functional description, format, and acceptance criteria set forth in this Section.

DELIVERABLE ACCEPTANCE

Provider shall deliver draft deliverables for Client review. Client shall either accept the deliverable in writing or provide a consolidated list of requested revisions within days of receipt. Provider will complete up to revision rounds included in the Fee. Additional revisions will be billed pursuant to the Payment Terms below.

PAYMENT TERMS

All payments are due in the currency specified above and must be paid within days of invoice unless otherwise agreed in writing. Provider may suspend delivery of further services for overdue accounts after giving Client ten (10) days' written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes draft and final diagrams, annotations, source files, and any business analyses derived from the diagrams.

Receiving party shall (a) use Confidential Information only to perform obligations under this Agreement, (b) protect such information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to third parties except to those employees or contractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein. Confidential Information does not include information that is or becomes generally known to the public without breach of this Agreement, was rightfully in the receiving party's possession prior to disclosure, or is required to be disclosed by law (provided the receiving party gives prompt notice to the disclosing party).

OWNERSHIP AND LICENSE

Unless otherwise agreed in writing, upon full payment of fees due to Provider, Provider assigns to Client all right, title, and interest in the final delivered diagram files and associated documentation (the "Deliverables"), subject to Provider's retained rights in any underlying tools, templates, methodologies, or pre-existing materials that are not specific to the Client's confidential information. Provider grants Client a perpetual, worldwide, non-exclusive license to use the retained materials incorporated into the Deliverables solely as embedded within the Deliverables.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the governing_state without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in the governing_state for any disputes arising from this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and the written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of Parties: Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. No party may bind the other without the other party's prior written consent.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special, or punitive damages. Provider's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

SIGNATURES

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