Business Implementation Questionnaire

Business Implementation Questionnaire and Services Agreement

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

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform implementation, configuration, integration, data migration, and related services for the project identified as Project Name: (the Project) in accordance with the scope and schedule described herein;

WHEREAS, Service Provider has represented that it possesses the necessary expertise, personnel and resources to perform the services required to implement the Project and will undertake such services pursuant to the terms and conditions set forth in this Agreement and the responses provided in this Questionnaire;

NOW, THEREFORE, in consideration of the mutual covenants set forth below and the representations in this Questionnaire, the parties agree as follows.

Scope of Work

Implementation Questionnaire — Project Details

Project Objectives (primary goals and business outcomes):

Target Go-Live Date:   Primary Implementation Phase(s):

Data Migration Required: Yes No

Support Model (select all that apply): Retainer Per-incident Service-level Agreement

Payment Terms

Total Project Fee:    Billing Schedule:

Invoicing Contact / Address:

Late Payment Fee (percentage of overdue amount per month):    Payment Terms (days from invoice):

Term and Termination

Term Commencement Date:    Term Expiration Date (if any):

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Termination for material breach is permitted where the breaching party fails to cure within 30 days after written notice of breach.

Confidentiality

Each party shall keep confidential all proprietary and confidential information disclosed by the other party, whether marked confidential or reasonably understood to be confidential, and shall not disclose such information except to its employees, contractors or advisors who have a need to know and who are bound to protect such information. Confidential information shall not include information that is (i) or becomes publicly known through no fault of the receiving party, (ii) already rightfully in the receiving party’s possession, or (iii) lawfully obtained from a third party without breach of any obligation.

Limitation of Liability (Summary)

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, punitive or consequential damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the 12 months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute shall be the state or federal courts located in that State.

Entire Agreement

This Agreement, together with the completed responses to this Business Implementation Questionnaire and any executed statements of work or exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Additional Notes and Risk Considerations

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