Business Process Expedite Template

BUSINESS PROCESS EXPEDITE AGREEMENT

This Business Process Expedite Agreement (the Agreement) is entered into as of Effective Date: by and between Requesting Party Name: with mailing address and Service Provider Name: with mailing address .

WHEREAS

WHEREAS, Requesting Party requires accelerated processing or prioritization of certain business operations, deliverables, or administrative actions identified in this Agreement (the Expedited Services); and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the Expedited Services on an agreed accelerated timeline in exchange for expedited fees and agreed terms; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the following expedited services and related tasks. Deliverables, milestones, acceptance criteria, and expected completion timeframes shall be described below. Any work outside this Scope of Work requires a written change order executed by both parties.

PAYMENT TERMS

In consideration for performing the Expedited Services, Requesting Party shall pay Service Provider the fees and follow the payment schedule set forth below. All monetary amounts are stated in U.S. dollars unless otherwise noted.

Any undisputed invoice not paid within the Payment Terms shall accrue a late fee equal to % per month on the outstanding balance, compounded monthly, or the maximum allowable by law, whichever is less.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within 10 days of written notice of such breach. Termination shall not relieve Requesting Party of its obligation to pay for services performed and costs incurred prior to termination.

CONFIDENTIALITY

Each party (the Receiving Party) acknowledges that it may receive Confidential Information from the other party (the Disclosing Party). Confidential Information means non-public information disclosed in connection with the Expedited Services, including without limitation business plans, pricing, customer data, trade secrets, processes, methodologies, and all other proprietary information. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is received lawfully from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use Confidential Information solely for the performance or evaluation of the Expedited Services; (ii) restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect the Confidential Information from unauthorized use or disclosure. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure and shall cooperate in reasonable efforts to contain and remedy the unauthorized disclosure.

CHANGE ORDERS

Any material change to the Scope of Work, schedule, or fees must be documented in a written change order signed by authorized representatives of both parties. No oral statement shall modify the obligations under this Agreement.

I acknowledge that written change orders are required for scope, schedule, or fee changes.

LIMITATION OF LIABILITY

Except in cases of gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, indirect, punitive, or special damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all attachments and executed change orders, 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. Any waiver or amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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