Business Experience Model

BUSINESS EXPERIENCE MODEL

This Business Experience Model Agreement (Agreement) is made effective as of Effective Date: by and between:

Recitals

WHEREAS, Client requires the development, documentation, and operationalization of a Business Experience Model to define customer journeys, operational processes, and performance metrics; and

WHEREAS, Service Provider possesses the requisite expertise, personnel, and methodologies to design, deliver, and iterate a Business Experience Model tailored to Client's objectives; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below (Services). The Services shall include development of the Business Experience Model, documentation of process flows, definition of customer touchpoints and experience metrics, recommended organizational roles, and an implementation roadmap. Specific deliverables, acceptance criteria, and milestone schedule are described in the scope field below.

Payment Terms

Client shall pay Service Provider for Services in accordance with the fees and schedule set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider in accordance with the payment schedule. Client shall pay each undisputed invoice within days of receipt. Any disputed portion must be notified in writing within ten (10) days of receipt; undisputed portions remain payable.

Late payments shall accrue interest at a rate of (or the maximum lawful rate if lower). In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the effective date of termination. Either party may terminate for material breach by the other if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (Recipient) shall maintain in strict confidence all non-public, proprietary, or business information disclosed by the other party (Discloser) and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose it to any third party except as permitted herein.

Confidential Information does not include (a) information already known to Recipient without obligation of confidentiality, (b) information that becomes publicly available through no fault of Recipient, (c) information rightfully received without restriction from a third party, or (d) information independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property & Work Product

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, perpetual, worldwide license to use deliverables expressly created for Client under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing methodologies, templates, tools, and know-how. To the extent any deliverable incorporates Service Provider's pre-existing materials, Service Provider grants a non-exclusive license to Client to use such materials as incorporated in the deliverable.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's grossly negligent acts or willful misconduct in connection with this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of each party under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to liability.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen venue for the resolution of disputes.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior negotiations, proposals, and understandings, whether written or oral, concerning its subject matter. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be given in writing to the contact addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business assets.

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