Business Process Development Update

Business Process Development Update

This Business Process Development Update (this "Update") is entered into between: Client Name: and Service Provider Name: . Effective Date: .

WHEREAS

WHEREAS, the Client engaged the Service Provider to analyze, design and implement improvements to specified business processes under an original agreement dated (the "Agreement");

WHEREAS, the parties desire to document updates to scope, deliverables, schedule and fees, and to record interim acceptance and change request procedures in connection with the Development Work; and

WHEREAS, this Update modifies the Agreement only as set forth herein and otherwise the Agreement remains in full force and effect.

Scope of Work

The Service Provider shall perform the business process development activities described below. Deliverables, acceptance criteria and responsible parties are to be set forth in detail.

Deliverables and Milestones

List primary deliverables, milestone due dates, and acceptance steps. Attach additional schedule if required.

Acceptance Criteria

Deliverables shall be accepted in writing when they meet the mutually agreed acceptance criteria identified below. Acceptance includes verification of completeness, conformance to specifications, and documentation of any outstanding issues.

Change Requests

Any material change to the scope, schedule or fees shall be implemented only by written Change Request signed by authorized representatives of both parties.

Payment Terms

Compensation for the updated scope shall be as set forth below. Invoices issued in accordance with this Update are due as specified.

Term and Termination

This Update shall commence on the Start Date and remain in effect until the End Date unless earlier terminated in accordance with this section.

Confidentiality

Each party shall hold in confidence all Confidential Information disclosed by the other party, using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. "Confidential Information" means non-public business information, trade secrets, specifications, designs, source materials, methodologies, and other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information shall not include information that: (a) is or becomes generally known to the public without breach of this Update by the receiving party; (b) was in the receiving party's lawful possession prior to receipt from the disclosing party; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Governing Law

This Update shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Entire Agreement

This Update, together with the Agreement and any Change Requests executed in accordance with this Update, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, relating to such subject matter.

Miscellaneous Provisions

Any amendment to this Update must be in writing and signed by authorized representatives of both parties. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Update without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

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