Business FRD Document

BUSINESS FRD DOCUMENT

This Business FRD Document (the "Agreement") is entered into as of by and between Client Name: , an entity organized as: Corporation LLC Other and Service Provider Name: , an entity organized as: Corporation LLC Other.

WHEREAS

WHEREAS, Client desires that Service Provider prepare, document and deliver a Functional Requirements Document (FRD) describing the business requirements, functional specifications, acceptance criteria and implementation constraints for the system, and Service Provider has the experience and capacity to prepare such FRD on the terms set forth herein;

WHEREAS, the parties intend that the FRD will define the deliverables, milestones, responsibilities and acceptance tests necessary for subsequent development and procurement activities; and

WHEREAS, the parties desire to set forth the payment, term, confidentiality and other material terms applicable to the FRD engagement in a written agreement.

Scope of Work

Service Provider shall prepare a Functional Requirements Document that, at minimum, contains: (a) business objectives and use cases; (b) detailed functional requirements and user stories; (c) data model and interface requirements; (d) non-functional requirements including performance, security and accessibility; (e) acceptance criteria and test cases; and (f) an implementation constraints appendix. The FRD shall be delivered in editable electronic format and one PDF version unless otherwise agreed in writing.

Payment Terms

Client shall pay invoices within days of receipt. All amounts are payable in lawful currency and exclusive of taxes unless otherwise stated. Invoices shall reference the applicable milestone(s) and include sufficient detail to permit Client to verify compliance with the applicable acceptance criteria.

Term and Termination

This Agreement commences on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice given days prior to the intended termination date. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for all work performed and accepted prior to termination.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence all Confidential Information disclosed by the other party (the "Discloser") and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement. Confidential Information includes non-public business information, technical specifications, designs, pricing, trade secrets and any draft FRD content. The obligations of confidentiality shall survive termination of this Agreement for a period of , except to the extent disclosure is required by law, court order or to enforce the rights of the Discloser (provided the Recipient gives prompt notice to the Discloser where permitted).

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 law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including any attachments and the FRD when delivered and accepted in accordance with the Acceptance criteria, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written understandings, representations, warranties and agreements. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its business assets. Any attempted assignment in violation of this provision is void.

Independent Contractors: The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Each party is responsible for its own taxes and obligations arising from performance of this Agreement.

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