Business Document SAP Redlines

BUSINESS DOCUMENT SAP REDLINES

Parties

Recitals

WHEREAS, Client Name: desires to implement changes and redlines to certain SAP-related agreements and documentation described herein; and

WHEREAS, Service Provider Name: has expertise in SAP configuration, integration, and contract redlining and agrees to perform the services under the terms of this Agreement; and

WHEREAS, the parties desire to document the scope, acceptance of redlines, payment terms, and other terms governing the proposed SAP redline deliverables effective as of Effective Date:

Scope of Work

Payment Terms

Total Fee:

Late Payment: Amounts unpaid beyond days shall accrue interest at per month, and Service Provider may suspend work following ten (10) days written notice.

Change Order Procedure

Term and Termination

Term Start Date: . Term End Date (if applicable): .

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after receipt of written notice. Either party may also terminate for convenience upon days' prior written notice; termination for convenience shall be subject to payment for all work performed and approved redlines through the effective date of termination.

Confidentiality

Each party agrees that Confidential Information disclosed in connection with the redline process shall be held in strict confidence and used solely to perform obligations under this Agreement. Confidential Information excludes information that (a) is or becomes public other than by breach of this Agreement, (b) was rightfully in possession of the receiving party prior to disclosure, or (c) is independently developed without use of the disclosing party's Confidential Information. The receiving party shall implement reasonable safeguards to protect Confidential Information and shall limit access to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Representations and Warranties

Each party represents that it has the full corporate power and authority to enter into this Agreement and that performance hereunder will not violate any other agreement to which it is a party. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any executed change orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. Notices shall be in writing and delivered to the billing/contact addresses above or as otherwise notified in writing.

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