Business Digital Process Template

BUSINESS DIGITAL PROCESS TEMPLATE

This Business Digital Process Agreement (the Agreement) is entered into as of by and between Client Name: with address and Service Provider Name: with address .

RECITALS

WHEREAS, Client desires to document and implement certain digital business processes, automation workflows, data flows, and associated deliverables (the Deliverables) to improve operational efficiency; and

WHEREAS, Service Provider represents that it has the professional experience, technical capability, and personnel to design, configure, and deliver the Deliverables described in this Agreement; and

WHEREAS, the parties desire to set forth the scope, standards, payment terms, confidentiality obligations, and other terms governing the performance and acceptance of such digital processes.

SCOPE OF WORK

PAYMENT TERMS

Compensation for the Services shall be as follows. Total fee: $ payable according to the schedule below.

Reimbursable expenses (if any): reimbursable with prior written approval by Client. Invoices shall be submitted in writing and are due within days of receipt unless otherwise agreed.

Late Payment: Unpaid amounts shall accrue interest at (or the highest rate permitted by law, if lower) from the date due until paid. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination, Provider shall deliver all work in progress and Client shall pay for Services performed and non‑cancelable commitments incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by either party that is identified as confidential or that reasonably should be understood to be confidential, including business processes, data schemas, user credentials, trade secrets, pricing, technical designs, and customer lists.

Obligations: Each party shall (i) use Confidential Information solely to perform obligations under this Agreement, (ii) restrict disclosure to its employees, contractors, and agents who have a need to know and who are subject to confidentiality obligations no less protective than those herein, and (iii) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was known to the receiving party prior to disclosure, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed without use of the disclosing party's Confidential Information.

Compelled Disclosure: If a receiving party is compelled by law to disclose Confidential Information, it will provide prompt written notice to the disclosing party and reasonably cooperate in any lawful attempts to limit disclosure or obtain protective orders; disclosed information shall be limited to that legally required.

INTELLECTUAL PROPERTY & DATA

Ownership: Except as otherwise expressly provided herein, Provider retains ownership of its preexisting tools, methodologies, templates, algorithms, and software (Provider Materials). Client retains ownership of its data and any materials provided to Provider. Deliverables specifically created for Client under this Agreement shall be owned by Client upon full payment, subject to Provider's ownership of Provider Materials embedded in such Deliverables.

License: Provider grants Client a non-exclusive, non-transferable license to use Provider Materials included in delivered work solely for Client's internal business operations. Any external distribution requires Provider's prior written consent.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The parties' aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives prior to initiating litigation.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any attachments and mutually executed statements of work, constitutes the entire agreement between the parties and supersedes all prior oral or written representations and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

Notices: All notices shall be in writing and delivered to the addresses provided above or to such other address as a party designates by notice. Notices are effective upon receipt.

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