Business Implementation Support Offer

Business Implementation Support Offer

Client Name:

Provider Name:

Offer Date:

RECITALS

WHEREAS, Client seeks professional implementation support services to deploy certain business processes, systems, or programs described in this Offer; and

WHEREAS, Provider represents that it has the experience, staff, and resources necessary to perform implementation, integration, training, and project management services (collectively, the Services) and is willing to provide such Services to Client under the terms set forth below; and

WHEREAS, the parties desire to set forth the scope, compensation, term, and other material terms for Provider's performance of the Services.

SCOPE OF WORK

Provider shall perform the Services in accordance with the schedule and milestones set forth in the Payment Schedule and in reasonable professional manner consistent with industry standards. Provider shall designate a project manager to coordinate activities and report progress to Client.

PAYMENT TERMS

Amounts not paid when due shall accrue interest at the lower of (i) or (ii) the maximum rate permitted by law. Client shall also reimburse Provider for reasonable collection costs and attorney fees incurred in collecting overdue amounts.

Provider's fees do not include travel, lodging, materials, or third-party expenses, which shall be reimbursed by Client if pre-authorized in writing. Reimbursable expenses will be invoiced monthly in arrears and supported by receipts when reasonably requested.

TERM AND TERMINATION

The term of this Offer shall commence on the Start Date: and will continue until End Date:

Either party may terminate this Offer for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 30 days after written notice of such breach.

Upon termination, Client shall pay Provider for all Services performed and reimbursable expenses incurred through the effective date of termination, together with any non-cancellable commitments reasonably incurred by Provider in connection with the Services.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or, by its nature, reasonably should be understood to be confidential. Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Offer; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall survive termination of this Offer for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, perpetual, worldwide license to use deliverables specifically created for Client under this Offer for Client's internal business purposes. Provider retains ownership of its pre-existing tools, templates, methodologies, and intellectual property, and Client shall have no rights to Provider's general know-how except as expressly provided herein.

INDEPENDENT CONTRACTOR; LIMITATION OF LIABILITY

Provider is an independent contractor. Neither party shall be deemed an employee, agent, or partner of the other. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. Provider's aggregate liability for direct damages shall not exceed the total fees paid by Client to Provider under this Offer.

GOVERNING LAW; DISPUTE RESOLUTION

This Offer shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall first attempt in good faith to resolve disputes through senior executive negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the jurisdiction of the governing law, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Offer, including all attachments and written statements of work expressly incorporated by reference, 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. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Sign Now