Business Process Extra Step

BUSINESS PROCESS EXTRA STEP

Parties and Recitals

Client Name:   Service Provider Name:

Effective Date:

WHEREAS, Client Name: engages Service Provider Name: to perform business process services as described herein; and

WHEREAS, the parties desire to document the addition of an extra procedural step to an existing business process, including the scope, compensation, timeline and confidentiality obligations applicable to that extra step.

Scope of Work

Description of Extra Step and Requirements. The Service Provider will perform the additional process step described below in a professional manner consistent with industry standards. The extra step modifies the existing process identified as: Process Reference: .

Deliverables and Acceptance Standards: Service Provider shall deliver the specified outputs and Client shall have calendar days to inspect and notify Service Provider of non-conformance, after which accepted deliverables shall be deemed approved if no notice is provided.

Payment Terms

All payments are due in U.S. dollars unless otherwise expressly agreed. If Client fails to pay undisputed amounts when due, Service Provider may suspend performance after providing days' written notice. Client remains responsible for all fees, expenses and collection costs incurred to recover unpaid amounts.

  Expenses will be reimbursed by Client in accordance with the parties' expense policy. If checked, provide maximum single-expense amount:

Term and Termination

This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this section, expires on the End Date: .

Either party may terminate this Agreement without cause 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 remains uncured for a period of thirty (30) days after receipt of written notice of such breach.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination. Upon termination, Service Provider shall deliver any completed deliverables and make commercially reasonable efforts to transfer in-progress work to Client or a designated successor.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not disclose such information to any third party or use it for any purpose other than performance under this Agreement. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information. Upon expiration or termination, Receiving Party shall return or destroy Confidential Information as requested in writing.

Governing Law and Miscellaneous

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. Exclusive venue for any disputes shall be the state or federal courts located in that jurisdiction unless the parties agree otherwise in writing.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction, provided that the assignee assumes the assigning party's obligations hereunder.

Indemnification: Each party shall indemnify and hold harmless the other party from claims, losses or liabilities arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

Entire Agreement

This Agreement, together with any attachments or 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, negotiations and communications, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Acknowledgment

The undersigned represent and warrant that they are duly authorized to execute this Agreement on behalf of their respective parties and that by signing below the parties agree to be bound by its terms.

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