Business Implementation Plan

BUSINESS IMPLEMENTATION PLAN

Client Name:   Implementation Partner:

Plan Title:   Effective Date:

RECITALS

WHEREAS, Client desires to engage Implementation Partner to execute the implementation of the systems, processes, and services described in this Business Implementation Plan to achieve the objectives set forth herein; and

WHEREAS, Implementation Partner possesses the technical, managerial and professional capabilities necessary to perform the services and deliver the deliverables described in the Scope of Work; and

WHEREAS, the parties intend for this Business Implementation Plan to define responsibilities, schedules, milestones, acceptance criteria, and payment terms governing the implementation effort.

SCOPE OF WORK

MILESTONES & ACCEPTANCE

Milestone 1:   Due Date:

Milestone 2:   Due Date:

Final Acceptance:

PAYMENT TERMS

Total Agreed Amount:

Invoice Term: days after invoice receipt.

Late Fee: . Any late payment shall accrue interest or fees as specified and the parties agree such fees are reasonable.

All payments shall be made in the currency specified in the invoice and are exclusive of taxes unless otherwise agreed. Implementation Partner shall submit written invoices in accordance with the payment schedule and supporting documentation demonstrating satisfactory completion of invoiced work.

TERM AND TERMINATION

Term Start Date:   Term End Date:

Either party may terminate this Plan for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Termination for material breach shall be permitted if the breaching party fails to cure a material default within thirty (30) days of written notice specifying the breach, provided that certain non-curable breaches may justify immediate termination.

On termination, Implementation Partner shall deliver all work in progress and completed deliverables for which Client has paid applicable fees. Client shall pay for all work performed and documented expenses incurred through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party 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"). Confidential Information shall not include information that (a) is or becomes publicly known other than through breach of this obligation, (b) is received from a third party without breach of any obligation of confidentiality, (c) was already known to the receiving party prior to disclosure, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only for the purposes of performing obligations under this Plan, shall restrict access to those employees, subcontractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein, and shall return or destroy Confidential Information upon termination or upon the disclosing party's written request.

RESPONSIBILITIES & RESOURCES

Approved Budget:

CHANGE CONTROL

All changes to scope, schedule or budget must be documented and approved in writing by authorized representatives of both parties through a change order. Approval required: Yes

Change notice response period: days. Change orders shall specify impact on price and schedule and shall be incorporated into this Plan upon written approval.

RISK MANAGEMENT

GOVERNING LAW

This Plan and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of: , excluding its conflict of laws rules.

ENTIRE AGREEMENT

This Business Implementation Plan, including any exhibits, schedules or change orders executed under the Change Control procedure, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment shall be effective unless executed in writing by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The parties are independent contractors. Nothing in this Plan creates any partnership, joint venture, agency or employment relationship between the parties. Implementation Partner shall be responsible for all employment taxes and benefits for its personnel.

Limitation of Liability: Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability arising out of or related to this Plan shall not exceed the amounts paid by Client to Implementation Partner under this Plan during the twelve (12) month period preceding the claim.

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