Business Pipe Template

BUSINESS PIPE TEMPLATE

This Business Pipe Template Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider is in the business of creating, configuring and delivering business pipeline templates, processes, and related documentation (collectively, the Work Product); and

WHEREAS, Client desires to engage Provider to develop and deliver a Business Pipe Template tailored to Client's commercial needs and Provider agrees to perform such development under the terms set forth in this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the Work Product, payment, confidentiality and the transfer of rights.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall deliver the Work Product in accordance with the specifications, milestones and acceptance criteria set forth herein.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in compensation for the services and Work Product. All payments are due in accordance with the schedule below and are non-refundable except as expressly provided in this Agreement.

All fees are exclusive of taxes. Client shall be responsible for any sales, use, value-added, withholding or similar taxes imposed by any governmental authority, excluding taxes based on Provider's net income.

TERM AND TERMINATION

This Agreement commences on the Commencement Date below and continues until the End Date below unless earlier terminated in accordance with this Section.

Commencement Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination, nor deprive Provider of rights or remedies available at law or equity, including injunctive relief.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, visually or in writing, including but not limited to business processes, templates, customer lists, pricing, and technical data. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates in seeking protective measures.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, and (iii) maintain reasonable administrative, technical and physical safeguards to protect Confidential Information. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY AND LICENSES

Provider retains all right, title and interest in and to the underlying methodologies, templates, processes, tools and pre-existing materials used or developed by Provider (Provider IP). Subject to Client's full payment of fees due under this Agreement, Provider grants Client a non-exclusive, non-transferable, non-sublicensable license to use the delivered Work Product for Client's internal business purposes. Any customization or derivative works created for Client as part of the Work Product shall be licensed to Client as described in the applicable statement of work; Provider may retain rights to general concepts and improvements.

WARRANTIES, LIMITATIONS AND INDEMNITY

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO 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 CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. Client shall indemnify and hold harmless Provider from claims arising from Client's misuse of the Work Product or Client-provided materials.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any attached statement(s) of work or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, understandings and communications, whether written or oral. Any amendments or modifications shall be effective only if made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision is held invalid, the remaining provisions shall remain in full force and effect. Notices shall be given in writing to the addresses provided below.

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