Business Process Diagram

BUSINESS PROCESS DIAGRAM AGREEMENT

This Agreement is entered into by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties") as of the Effective Date: .

WHEREAS

WHEREAS, the Client requires a business process diagram and related documentation to define, analyze, and communicate a specified business workflow; and

WHEREAS, the Service Provider has expertise in mapping, modeling, and delivering business process diagrams and related deliverables in exchange for payment under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows:

1. Scope of Work

2. Payment Terms

The Client shall pay the Service Provider compensation in accordance with the following schedule.

3. Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

4. Confidentiality

Each Party acknowledges that in connection with this Agreement it may receive Confidential Information of the other Party. "Confidential Information" includes business processes, process models, diagrams, customer lists, pricing, technical data, and any information clearly designated or reasonably understood to be confidential. Each Party shall: (a) maintain the other's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) not use Confidential Information except to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that: (i) was in the public domain through no fault of the receiving Party; (ii) was rightfully known by the receiving Party prior to disclosure; (iii) was lawfully received from a third party without breach of an obligation of confidentiality; or (iv) is required to be disclosed by law, provided the disclosing Party gives prompt written notice to the other Party to permit seeking confidential treatment or a protective order.

5. Intellectual Property

Subject to full payment of all amounts due under this Agreement, the Service Provider hereby assigns to the Client all right, title and interest in and to the final delivered business process diagram artifacts created specifically for the Client hereunder. Notwithstanding the foregoing, the Service Provider retains all rights, title and interest in any pre-existing materials, templates, tools, methodologies, and know-how used to create the deliverables. The Client is granted a perpetual, worldwide right to use, reproduce, and adapt the delivered final diagrams for its internal business purposes.

6. Warranties; Limitation of Liability

The Service Provider warrants that the deliverables will materially conform to the Acceptance Criteria for a period of thirty (30) days following acceptance. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DELIVERABLES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT.

7. Responsibilities

8. Milestones & Timing

9. Governing Law

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. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the chosen jurisdiction unless the Parties agree otherwise in writing.

10. Entire Agreement

This Agreement (including any exhibits or attachments 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. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

11. Signatory Authority

Each person signing this Agreement represents and warrants that they are duly authorized to execute this Agreement on behalf of the Party for whom they sign and that the Party agrees to be bound by its terms.

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