Business Process Document

BUSINESS PROCESS DOCUMENT

Parties and Recitals

This Business Process Document (the "Document") is entered into by and between:

Client Name:   Client Address:

Service Provider Name:   Provider Address:

WHEREAS, Client desires to document, standardize and implement specified business processes to improve operational efficiency and to reduce variability in performance; and

WHEREAS, Service Provider represents that it has the expertise, personnel and materials necessary to prepare process documentation, training materials, and implementation support as set forth in this Document; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms and other terms and conditions governing the services to be performed and the documentation to be delivered.

Definitions

"Deliverables" means the process maps, standard operating procedures, work instructions, training materials, checklists and any other documents or electronic files specifically described in the Scope of Work and provided to Client under this Document.

Scope of Work

Service Provider shall perform the activities described below and deliver the associated Deliverables to Client in accordance with the schedule agreed by the parties.

Change Orders

Any changes to the Scope of Work, deliverables, schedule or price shall be made only by written change order signed by authorized representatives of both parties. The change order shall describe the change, the impact on price and schedule, and any other affected terms.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration of the Deliverables and services rendered.

Amount overdue beyond the applicable payment due date shall accrue interest at the lesser of or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Document commences on the Effective Date and, unless earlier terminated in accordance with this section, shall continue until the completion of the Scope of Work or until the End Date.

Effective Date:   End Date:

Either party may terminate this Document for material breach by the other party if such breach remains uncured for the notice period above following written notice. Termination for convenience by either party requires the notice period above and payment for all work performed through the effective date of termination.

Confidentiality

Each party agrees that it shall treat as confidential and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means proprietary business information, process documentation, financial data, trade secrets, customer lists and other information which is designated as confidential or which by its nature should reasonably be understood to be confidential.

Confidential Information shall not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure 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 or court order, provided the receiving party gives prompt notice to the disclosing party to permit a protective order.

Intellectual Property and Use of Processes

As between the parties, Service Provider shall retain ownership of its preexisting materials, methodologies and know-how. Upon receipt of full payment for the Deliverables, Service Provider assigns to Client all right, title and interest in the specific Deliverables prepared expressly for Client under this Document, excluding Service Provider's general know-how and proprietary tools, which shall remain Service Provider's sole property.

Client is granted a worldwide, perpetual, royalty-free license to use, reproduce and modify the Deliverables for its internal business operations.

Warranties; Liability

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of or related to this Document, whether in contract, tort or otherwise, even if advised of the possibility of such damages. The aggregate liability of Service Provider for claims arising out of this Document shall not exceed the total fees paid by Client to Service Provider under this Document.

Governing Law

This Document shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that the state and federal courts located in that State shall have exclusive jurisdiction to resolve disputes arising under this Document.

Entire Agreement and Amendments

This Document, together with any executed attachments and change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Representations and Authority

Each party represents that the individual signing this Document on its behalf has full authority to bind the party to the terms herein. Each party further represents that it is duly organized and in good standing under the laws of its jurisdiction of formation.

Notices

Notices required or permitted under this Document shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notices shall be deemed given when personally delivered, delivered by nationally recognized overnight courier, or three business days after deposit in the mail, postage prepaid.

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