Business eNavFit Template

Business eNavFit Template

Parties

Effective Date: . This Business eNavFit Template Agreement (the Agreement) is made between the Service Provider named above and the Client named above.

Recitals

WHEREAS, the Service Provider has expertise in business navigation, process optimization, and eNavFit systems and is willing to provide professional services to implement, configure, and advise on eNavFit solutions for the Client; and

WHEREAS, the Client desires to engage the Service Provider to perform services described herein to improve operational alignment, workflow fit, and digital navigation of the Client’s business processes; and

WHEREAS, the parties intend for this Agreement to set forth the terms and conditions governing the relationship, deliverables, payment, confidentiality, and dispute resolution between them.

Scope of Work

The Service Provider will perform the services and deliverables described below. The parties acknowledge that timely cooperation and access to Client systems, personnel, and materials is required for successful performance.

Payment Terms

In consideration for the services, the Client will pay the Service Provider in accordance with the terms set forth below. All payments must be made in U.S. dollars unless otherwise agreed in writing.

Late payments incur a late fee of % of the overdue amount per month, and the Service Provider may suspend performance after ten (10) days’ written notice for unpaid amounts in excess of thirty (30) days.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this section.

Start Date: . End Date:

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate for material breach that remains uncured for thirty (30) days after written notice describing the breach. Termination shall not relieve the Client of its obligation to pay for services performed through the effective date of termination and for any non-cancellable commitments properly entered by the Service Provider.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public business information disclosed by one party to the other, whether in written, electronic, or oral form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, customer lists, pricing, technical data, software configurations, and trade secrets.

The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely for the performance and benefit of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property and Use Rights

Unless otherwise agreed in writing, the Service Provider shall retain ownership of pre-existing intellectual property and methodologies. The Service Provider grants the Client a non-exclusive, non-transferable license to use deliverables solely for the Client’s internal business purposes, subject to full payment of amounts due. Client-provided materials remain the property of the Client.

Representations; Indemnity; Insurance

Each party represents that it has the authority to enter into this Agreement. The Service Provider will carry commercial general liability and professional liability insurance in amounts customary for the industry and will provide proof upon reasonable request. Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising out of its negligence, willful misconduct, or breach of this Agreement.

Governing Law and Dispute Resolution

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 agree to attempt to resolve disputes promptly through good faith negotiations. If negotiations fail, disputes shall be resolved by binding arbitration in the chosen jurisdiction, unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, including its attachments and any statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the other party’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets.

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