Business Dictionary Document

BUSINESS DICTIONARY DOCUMENT

Parties and Effective Date

This Business Dictionary Document and General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: and Service Provider Name: .

WHEREAS

WHEREAS, Company Name is engaged in the business described in the definitions below and requires certain deliverables, services and standardized definitions to govern transactions and internal documentation; and

WHEREAS, Service Provider Name has the expertise to provide such services and to prepare and maintain the Business Dictionary that will standardize terminology, definitions and usage across the parties' transactions and communications; and

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Business Dictionary — Definitions

The following terms shall have the meanings set forth below for purposes of this Agreement. Parties may add, amend or retire defined terms in accordance with the Change Control procedure set forth herein.

Scope of Work

Service Provider shall prepare, maintain and deliver the Business Dictionary and associated mapping documents as described below. The Service Provider's responsibilities include the creation of standardized definitions, a change log, version control procedures, and a rollout plan for internal adoption.

Payment Terms

Company shall pay Service Provider for the services described in this Agreement under the following payment schedule and terms.

Invoices shall be issued in accordance with the Payment Schedule. Amounts unpaid after thirty (30) days from invoice date shall incur the Late Fee specified above and all collection costs shall be borne by the delinquent party.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the Notice Period set forth above. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of payment obligations accrued prior to the effective date of termination.

Confidentiality

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally or in writing, including but not limited to trade secrets, pricing, business plans, customer lists, and the Business Dictionary content. Each receiving party shall:

(a) use Confidential Information only for the performance of this Agreement; (b) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that: (i) is or becomes public through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of Confidential Information.

The obligations in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue as long as such information remains a trade secret under applicable law.

Change Control and Versioning

All changes to the Business Dictionary shall be documented in a Change Log and must be approved by authorized representatives of both parties in writing. Each approved change will be assigned a version number and publication date, and the Service Provider will maintain prior versions for audit purposes in accordance with the retention schedule agreed by the parties.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising out of this Agreement.

Entire Agreement

This Agreement, including all exhibits, schedules and the Business Dictionary as amended pursuant to this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and executed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email if receipt is acknowledged in writing by the recipient.

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