Business Implementation Document

BUSINESS IMPLEMENTATION DOCUMENT

This Business Implementation Document (the "Agreement") is entered into as of Effective Date: by and between: Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to implement the business processes and technologies described herein to achieve specific operational objectives, and has engaged Service Provider to design, configure and deliver such implementation services in accordance with the terms of this Agreement;

WHEREAS, Service Provider represents that it possesses the qualifications, experience and resources necessary to perform the services set forth in this Agreement and will perform such services in a professional and workmanlike manner consistent with industry standards;

WHEREAS, the parties intend that this Agreement govern the scope, schedule, compensation and confidentiality obligations applicable to the implementation project identified as Project Name: .

SCOPE OF WORK

Service Provider shall perform the implementation services, deliverables and milestones described below. Service Provider will perform all tasks in accordance with the specifications, schedule and acceptance criteria set forth in this Section.

PAYMENT TERMS

As consideration for the services rendered, Client shall pay Service Provider in accordance with the following terms.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed by one party ("Discloser") to the other party ("Recipient"), whether disclosed orally or in writing, 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, including business plans, technical designs, source code, trade secrets, customer lists and pricing.

Recipient shall: (a) hold Confidential Information in confidence and use at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) not use Confidential Information except to perform its obligations under this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and referenced statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a sale of substantially all its assets or a merger. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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