Business KM Document

BUSINESS KM DOCUMENT

This Business KM Document (the "Agreement") is made effective as of by and between the parties set forth below.

WHEREAS

WHEREAS, Client engages Service Provider to develop, organize, and enhance Client's knowledge management assets and processes, including but not limited to knowledge capture, taxonomy design, indexing, and training materials, as described further in this Agreement;

WHEREAS, Service Provider represents that it possesses the expertise, personnel, and methodologies necessary to provide knowledge management services and to protect Client confidential information in the course of its performance;

WHEREAS, the parties desire to set forth the terms under which knowledge assets will be developed, transferred, licensed, and protected.

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below. The parties acknowledge that deliverables may include structured knowledge bases, taxonomies, process documentation, templates, training materials, and related metadata and mappings.

PAYMENT TERMS

Client shall pay Service Provider as follows. Fees shall be payable in U.S. dollars unless otherwise agreed in writing.

All invoices shall itemize services performed and applicable expenses. Client shall pay undisputed invoices within days of receipt. Disputed amounts shall be raised in writing within ten (10) days of invoice receipt and the parties shall act in good faith to resolve such disputes promptly.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date or until completion of the Scope of Work, whichever occurs later.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes knowledge assets, methodologies, business plans, customer lists, and any content produced pursuant to the Scope of Work.

Each party shall (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein, and (c) apply at least the same degree of care to protect Confidential Information as it applies to its own confidential information, but in no event less than reasonable care.

Confidentiality obligations 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 meet the legal definition of a trade secret.

INTELLECTUAL PROPERTY AND KNOWLEDGE ASSETS

Unless otherwise agreed in writing, Client shall retain ownership of all pre-existing Client data and materials and of all knowledge assets and deliverables produced specifically for Client under this Agreement upon full payment of amounts due. Service Provider shall retain ownership of its pre-existing methodologies, tools, templates, and know-how. Where Service Provider incorporates its pre-existing materials into deliverables, Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such incorporated materials to the extent necessary to use the deliverables for Client's internal business purposes.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. Each party's aggregate liability under this Agreement shall be limited to the total fees paid or payable by Client to Service Provider in the twelve (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 conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located within that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any appendices or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, representations, and agreements, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Delivery by email is permitted provided confirmation of receipt is obtained and retained.

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