Business Discovery Schedule

BUSINESS DISCOVERY SCHEDULE

This Business Discovery Schedule ("Schedule") is entered into between the parties identified below and is attached to and incorporated into the underlying General Business Agreement between the parties. The parties agree as follows:

PARTIES AND EFFECTIVE DATE

Client Name:

Service Provider Name:

Effective Date:

RECITALS

WHEREAS, Client seeks to obtain an informed understanding of Client's business operations, systems, and documentation in order to evaluate possibilities for strategic planning, process improvement, or transaction support; and

WHEREAS, Service Provider has expertise in conducting structured business discovery, documenting findings, and producing discovery deliverables as described in this Schedule; and

WHEREAS, the parties desire to define the scope, deliverables, schedule, and responsibilities for the discovery activities to be performed under this Schedule.

SCOPE OF WORK

DISCOVERY ACTIVITIES AND CLIENT OBLIGATIONS

Access Requirements: Client shall ensure reasonable access to facilities, systems, and personnel as necessary to complete the discovery. Security and access rules applicable to such access are the responsibility of Client and must be communicated in writing to Service Provider via the contact above.

SCHEDULE AND MILESTONES

Start Date:

Target Completion Date:

PAYMENT TERMS

Total Fee Amount: $

Late Payment Fee:

TERM AND TERMINATION

Term Commencement:

Term Expiration:

Termination for Convenience: Either party may terminate this Schedule upon written notice to the other party not fewer than days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon material breach by the other party if such breach is not cured within the notice period specified in the underlying Agreement.

CONFIDENTIALITY

All information exchanged in connection with the discovery activities that is identified as confidential or that reasonably should be understood to be confidential ("Confidential Information") shall be subject to the confidentiality obligations set forth in the underlying Agreement. Service Provider shall use Confidential Information solely to perform the services described in this Schedule, shall restrict access to Authorized Personnel, and shall employ reasonable administrative, technical, and physical safeguards to protect such Confidential Information.

Return or Destruction: Upon completion or earlier termination of this Schedule, Service Provider shall return or destroy Confidential Information in accordance with the instructions of Client, except to the extent retention is required by law or for recordkeeping consistent with professional obligations.

DATA SECURITY AND PRIVACY

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power, and authority to enter into this Schedule and to perform its obligations hereunder, that the execution and performance of this Schedule will not violate any material agreement or legal obligation of such party, and that it will comply with applicable laws in performing its obligations.

GOVERNING LAW; DISPUTE RESOLUTION

This Schedule will be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. Any dispute arising under this Schedule shall be resolved in accordance with the dispute resolution provisions of the underlying Agreement.

ENTIRE AGREEMENT

This Schedule, together with the underlying Agreement and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter of this Schedule and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

AMENDMENTS

Any modification or amendment to this Schedule must be in writing and signed by authorized representatives of both parties.

NOTICE CONTACTS

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