Business Process BPO Agreement

Business Process BPO Agreement

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Client requires business process outsourcing services to perform certain operational tasks described herein; and

WHEREAS, Provider represents that it has the expertise, personnel and systems necessary to perform such services for the Client in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows, effective as of the Effective Date: Effective Date:

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Provider shall comply with the service levels, reporting obligations and staffing commitments set forth in this Agreement and any attached statements of work.

Payment Terms

Client shall pay Provider for services performed in accordance with the following payment provisions. Fees are exclusive of applicable taxes unless otherwise stated.

Any undisputed invoiced amount not received by Provider within days after the invoice date shall accrue interest at the rate of % per month, or the maximum rate permitted by law, whichever is lower. Provider may also suspend services for accounts more than days past due, provided Provider gives Client written notice and a minimum of seven (7) days to cure the past due amount.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party commits a material breach and fails to cure such breach within days after receipt of written notice specifying the 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

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that, by its nature, should reasonably be considered confidential. Confidential Information includes business processes, customer data, pricing, trade secrets, and information disclosed in connection with the services.

Recipient shall: (a) use Confidential Information only for the purposes of performing under this Agreement; (b) restrict disclosure to Recipient's personnel, subcontractors and affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was rightfully in Recipient's possession prior to disclosure; (iii) is independently developed by Recipient without reference to Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives Discloser prompt notice to seek confidential treatment or a protective order.

Upon termination or expiration, Recipient shall return or destroy Discloser's Confidential Information as directed and certify such destruction if requested. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall survive as long as such information remains a trade secret under applicable law.

Data Security and Compliance

Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of Client Data, including access controls, encryption where appropriate, logging and incident response procedures. Provider shall notify Client without undue delay upon becoming aware of any unauthorized access to or disclosure of Client Data and shall cooperate with Client in any required remediation activities.

Provider shall comply with applicable laws and regulations governing the processing of personal data and shall process personal data only on documented instructions from Client unless required to do otherwise by law.

Intellectual Property

Client retains all right, title and interest in Client materials and Client Data. Provider retains ownership of Provider pre-existing intellectual property and general know-how. Unless otherwise agreed in writing, any work product created specifically for Client under this Agreement shall be assigned to Client upon full payment, subject to Provider's retained rights in tools and methodologies that are not specific to Client Data.

Representations, Warranties and Remedies

Each party represents that it has the authority to enter into this Agreement and perform its obligations. Provider warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly set forth in this Agreement, Provider disclaims all other warranties, express or implied.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its breach of this Agreement, negligence or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total fees paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to liability.

Assignment; Subcontracting

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign or subcontract processing activities to affiliates or qualified subcontractors provided Provider remains liable for the acts and omissions of such subcontractors.

Notices

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 laws principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating any legal action.

Entire Agreement; Amendment

This Agreement, together with any statements of work and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Survival

The provisions of this Agreement that by their nature survive termination or expiration, including confidentiality, indemnity, limitation of liability, ownership and payment obligations, shall survive termination or expiration hereof.

Miscellaneous

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. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture.

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