Business Mapping Letter

BUSINESS MAPPING LETTER

Date:

Parties

Recitals

WHEREAS, Client Name: seeks a structured mapping of its business processes, data flows, and stakeholder responsibilities to inform strategy and operational alignment; and

WHEREAS, Service Provider Name: has expertise in conducting business mapping analyses and is willing to perform such services under the terms set forth in this Business Mapping Letter (the "Letter");

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

The Service Provider shall perform business mapping services to identify, document and diagram Client's key business processes, data sources, decision points, roles and handoffs. Deliverables shall include process flow diagrams, responsibility matrices, gap analysis and recommendations for alignment and prioritization.

Payment Terms

Client agrees to pay Service Provider for the services described above in accordance with the following payment terms.

Late payments shall accrue interest at the rate of on the unpaid balance, calculated monthly, and Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

Term and Termination

This Letter shall commence on Start Date: and shall continue until End Date: or until the services are completed in accordance with the Scope of Work, unless earlier terminated as provided below.

Either party may terminate this Letter for convenience upon days' prior written notice. Termination for cause may be effected immediately upon written notice if the other party materially breaches any provision of this Letter and fails to cure the breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that, in connection with the performance of this Letter, it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information includes, without limitation, business processes, customer lists, pricing, technical data, and any information designated in writing as confidential or that reasonably should be understood to be confidential. The receiving party shall (a) use Confidential Information solely for performance under this Letter, (b) restrict disclosure to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that (i) is or becomes publicly known through no breach by the receiving party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by applicable law or court order, provided the receiving party gives prompt notice and cooperates to seek a protective order or other appropriate remedy.

Representations and Warranties; Liability

Each party represents that it has the full power and authority to enter into this Letter. Service Provider warrants that services will be provided in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND EXCEPT AS OTHERWISE STATED IN THIS LETTER, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS LETTER SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS LETTER.

Governing Law

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Letter.

Entire Agreement

This Letter, including any exhibits or attachments 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, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Letter must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign or delegate its rights or obligations under this Letter without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. The parties are independent contractors and nothing in this Letter creates an employment, partnership or joint venture relationship. If any provision of this Letter is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgment

The parties acknowledge that they have read and understand this Letter, that they have had the opportunity to seek independent legal advice, and that they voluntarily accept the duties and obligations set forth herein.

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