Business Operations Workflow Document

BUSINESS OPERATIONS WORKFLOW DOCUMENT

RECITALS

This Business Operations Workflow Document (the "Document") is entered into by and between the parties identified below to set forth the operational processes, responsibilities, and commercial terms governing the business workflow described herein.

Client Name:

Service Provider Name:

WHEREAS, the Service Provider possesses the personnel, systems and operational capability to perform the tasks described herein; and

WHEREAS, the Client desires to engage the Service Provider to implement and manage the described workflow and the parties wish to set forth the terms and procedures governing the same.

SCOPE OF WORK

The Service Provider shall perform the operational activities, process steps, and deliverables as described below. The parties acknowledge that the Scope of Work shall govern the day-to-day operations and handoffs between roles identified in this Document.

ROLES AND RESPONSIBILITIES

Key roles and assignment of responsibilities required to execute the workflow. Each role shall act within its authority and notify the other party of material issues in accordance with the Reporting & Escalation section.

PROCESS STEPS & DELIVERABLES

The Service Provider shall execute the following sequential process steps. Each step includes acceptance criteria and expected handoff times.

PERFORMANCE METRICS

Performance will be measured against the following quantifiable service levels. Failure to meet agreed metrics may trigger the escalation and remedy procedures described herein.

PAYMENT TERMS

Compensation payable by the Client to the Service Provider for the services described in this Document shall be as set forth below.

If payments are not received by the due date, a late fee of per month, or the maximum allowed by law if less, will accrue on outstanding balances.

TERM AND TERMINATION

This Document shall commence and terminate as follows, subject to earlier termination as provided below.

Effective Date:     Expiration Date:

Either party may terminate this Document immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that, in connection with the performance of this Document, it may have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information includes business processes, data, trade secrets, pricing, client lists, system architecture and any non-public information designated as confidential or that reasonably should be understood to be confidential.

Each receiving party shall (i) use Confidential Information solely to perform its obligations under this Document, (ii) restrict disclosure to employees, contractors and agents on a need-to-know basis who are bound to confidentiality obligations no less protective than those 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 a reasonable standard of care.

Confidentiality obligations shall survive termination of this Document for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law. The obligations do not apply to information that is (a) publicly known through no fault of the recipient, (b) rightfully received from a third party without restriction, (c) independently developed without use of Confidential Information, or (d) required to be disclosed by law, provided that the disclosing party is given prompt notice and the scope of disclosure is limited to the extent legally permissible.

CHANGE CONTROL & AMENDMENTS

Any changes to process steps, deliverables, pricing or schedules shall be implemented only pursuant to a written amendment signed by authorized representatives of both parties. Routine operational adjustments that do not alter compensation or materially change deliverables may be executed via documented change requests and approved by the designated operational leads identified above.

REPORTING & ESCALATION

Regular operational reporting cadence and escalation paths for incidents, SLA breaches, and disputes shall be as follows.

NOTICES

All formal notices under this Document 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.

GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of law principles.

ENTIRE AGREEMENT

This Document, together with any exhibits or written amendments duly executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

No waiver of any provision of this Document shall be effective unless in writing and signed by the party against whom enforcement is sought. If any provision of this Document is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

The parties agree to cooperate in good faith to address operational issues and to execute reasonable documentation necessary to effectuate the intent of this Document. Remedies for breach shall be cumulative and in addition to any other remedies available at law or in equity.

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