Business MRP Document

BUSINESS MRP DOCUMENT

Parties and Recitals

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

Client Name:    Address:

Service Provider:    Address:

WHEREAS, the Client requires the implementation, configuration, and ongoing support of a Manufacturing Resource Planning (MRP) system and related business processes to improve inventory forecasting, production scheduling, and materials procurement; and

WHEREAS, the Service Provider represents that it possesses the experience, personnel, software tools, and technical expertise necessary to deliver MRP services and to integrate such services with the Client’s existing systems under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, deliverables, payment, confidentiality, and termination provisions established in this Agreement.

Scope of Work

Deliverables shall include system design documentation, configured MRP software modules, migrated master data and bills of materials, training for identified users, and a go-live support plan. Acceptance of each deliverable shall occur pursuant to the acceptance criteria set forth in the Detailed Scope and any mutually executed acceptance sign-off.

Payment Terms

Unpaid amounts shall accrue interest at a rate of per month (or the maximum rate permitted by law, if less) from the due date until paid. The Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by the Service Provider in enforcing payment.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. In addition, either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, the Client shall pay the Service Provider for all work properly performed and expenses incurred through the effective date of termination, including any non-cancellable commitments and reasonable wind-down costs. The Service Provider shall deliver all completed and in-progress deliverables to the Client and shall cooperate reasonably to effect an orderly transition.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to business processes, pricing, forecasts, software configurations, source data, and trade secrets. Each party shall hold Confidential Information of the other in strict confidence and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law.

The parties' obligations with respect to Confidential Information shall survive termination for a period of years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Warranties; Limitation of Liability

The Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party for any claim arising out of or related to this Agreement shall not exceed the total fees paid to the Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior executives. If the dispute cannot be resolved by negotiation within sixty (60) days, either party may pursue any available legal or equitable remedies in a court of competent jurisdiction located in the governing state.

Entire Agreement; Amendments

This Agreement, including any exhibits and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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