Business Management Systems Template

Business Management Systems Template

This Business Management Systems Agreement (the "Agreement") is entered into as of by and between:

Client Name:    Address:

Provider Name:    Address:

WHEREAS

WHEREAS, Provider develops, implements and documents business management systems, process templates, procedures, and supporting materials for the management, control and continuous improvement of Client operations; and

WHEREAS, Client desires to engage Provider to deliver, customize and assist in the implementation of such business management systems and Provider agrees to provide the services and deliverables under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to define the scope, fees, confidentiality protections, and responsibilities of each party with respect to the business management systems engagement.

SCOPE OF WORK

Deliverables shall include documented policies, procedures, templates, process maps, training materials and one set of revisions reasonably required for acceptance. Client shall provide access to personnel and records reasonably necessary for Provider's performance.

PAYMENT TERMS

Any undisputed invoice not paid within days of invoice date shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs, including attorney fees.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice. Upon termination, Provider shall deliver all completed deliverables and Client shall pay all undisputed fees earned through the effective date of termination.

Transition Assistance: If requested by Client within sixty (60) days after termination, Provider will provide reasonable transition assistance at Provider's then-standard rates to effect an orderly transfer of responsibilities.

CONFIDENTIALITY

Each party (the "Recipient") acknowledges that it may receive or have access to confidential information of the other party (the "Discloser"). Confidential information includes nonpublic business information, trade secrets, financial data, customer lists, methodologies, templates, and any information identified as confidential or that reasonably should be understood to be confidential.

The Recipient shall: (a) use Confidential Information only for performance under this Agreement; (b) restrict disclosure to those employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations will survive termination for a period of except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. Disclosure required by law is permitted only after the Recipient provides prompt notice and cooperates with any protective measures sought by the Discloser.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in its pre-existing tools, templates, methodologies, software and know-how ("Provider Materials"). Upon full payment, Provider grants Client a non-exclusive, non-transferable, non-sublicensable license to use the deliverables delivered under this Agreement solely for Client's internal business purposes. Any custom deliverable that is expressly assigned in writing shall be assigned as set forth in such writing.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other from claims arising out of its breach of this Agreement, willful misconduct, or negligent acts. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by escalation to senior executives. If unresolved within sixty (60) days, disputes may be resolved by binding arbitration if the parties mutually agree, otherwise by courts of competent jurisdiction in the chosen governing state.

ENTIRE AGREEMENT

This Agreement, together with any written exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment will be effective unless in a writing signed by both parties.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, joint venture, or agency relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of its business.

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