Business Operations OCM

BUSINESS OPERATIONS OCM

This Business Operations OCM Agreement ("Agreement") is entered into as of by and between (Service Provider) and (Client).

Recitals

WHEREAS, Service Provider maintains expertise in organizational change management, operational controls, and implementation of process improvements specific to business operations; and

WHEREAS, Client seeks to engage Service Provider to perform Operational Change Management (OCM) services to improve, standardize, and govern Client's business operations as further described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Scope of Work

Service Provider will provide OCM services including assessment, design, implementation, training, and governance support. Deliverables, milestones, and acceptance criteria will be as set forth below and in any attachments executed by the parties.

Payment Terms

Client shall pay Service Provider the fees for the Services as set forth below. Fees are exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of (i) per month compounded monthly, or (ii) flat late fee per missed installment. Invoices are due within days of invoice date.

Term and Termination

The term of this Agreement will commence on and continue until unless earlier terminated as provided herein.

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

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business strategies, operational processes, software, data, client lists, and pricing.

The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, contractors, or agents with a need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was known to the receiving party prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

The obligations under this Section shall survive termination or expiration of this Agreement for a period of three (3) years, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. Breach of confidentiality will cause irreparable harm and the disclosing party shall be entitled to injunctive relief in addition to any other remedies at law or equity.

Governing Law and 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 negotiation between executives. If the dispute is not resolved within thirty (30) days, either party may pursue any remedy available at law or equity in the courts of the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any Schedules 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 agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices required by this Agreement must be in writing and delivered to the addresses set forth below by certified mail, courier, or personal delivery. Notice is effective upon receipt.

Additional Provisions

Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or joint venturer of Client. Service Provider is solely responsible for employment taxes and other obligations for its personnel.

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