Business ECR Template

BUSINESS ECR TEMPLATE

This Business Engineering Change Request and Services Agreement (the "Agreement") is entered into as of between Client Name: (the "Client") and Service Provider Name: (the "Provider").

RECITALS

WHEREAS, Client requires modifications, enhancements, or other work as set forth in an Engineering Change Request titled (the "ECR");

WHEREAS, Provider has the capability and expertise to perform the work described in the ECR and to provide associated deliverables and services under the terms of this Agreement;

WHEREAS, the parties desire to set forth the scope, schedule, payment and other commercial and legal terms applicable to the ECR.

PARTY CONTACTS

SCOPE OF WORK

Provider shall perform and deliver the work described in the ECR. The specific tasks, deliverables, acceptance criteria, schedule and personnel assignments are set forth below and constitute the Scope of Work.

CHANGE REQUEST DETAILS

Reference Number:    Proposed Effective Date:

Estimated Direct Cost: $    Estimated Time Impact:

PAYMENT TERMS

Total Contracted Amount (for this ECR): $ .

Deposit or Upfront Payment: .

Invoices shall be submitted in accordance with the schedule above and are due within days of receipt. Late payments shall incur interest at per month, assessed after a grace period of days from invoice due date.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated as provided herein, continues until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the other party materially breaches any obligation and fails to cure the breach within 15 days after receipt of written notice.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required to perform obligations under this Agreement or as required by law. "Confidential Information" includes non-public business, technical and financial information, trade secrets, specifications, designs, source code, customer information, pricing, and any other information identified as confidential.

The Receiving Party shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Confidential Information shall not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the Disclosing Party's Confidential Information, or (iv) is approved for release in writing by the Disclosing Party.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Provider shall retain ownership of Provider pre-existing intellectual property and tools; Client shall receive a non-exclusive, non-transferable license to use deliverables specifically created for Client under this Agreement upon full payment. Any transfer of ownership must be expressly documented and accompanied by appropriate compensation.

WARRANTIES AND LIMITATIONS

Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNTS PAID UNDER THIS AGREEMENT WITH RESPECT TO THE SPECIFIC ECR GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any action arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attached Schedules, Statements of Work, and referenced ECR documentation, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be effective upon receipt.

SIGNATURES

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