Business Process FF Step A

Business Process FF Step A

This Business Process Agreement (the Agreement) is made effective as of (Effective Date) between , located at (hereinafter "Provider"), and , located at (hereinafter "Client").

RECITALS

WHEREAS, Provider maintains expertise and resources in business process design and implementation relevant to the Client's operations and has represented that it can perform the services described in this Agreement; and

WHEREAS, Client desires to retain Provider to perform certain defined process design, documentation, and advisory services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. SCOPE OF WORK

2. PAYMENT TERMS

Client shall pay Provider for services rendered as follows. The total contract amount is USD, exclusive of applicable taxes, unless otherwise stated.

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due and payable within days of the invoice date.

Late payments shall accrue interest at the rate of per month (or the maximum permitted by law, if less), calculated monthly from the due date until paid. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within days following receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made in good faith.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business operations, process designs, trade secrets, technical data, and pricing.

Each party agrees: (a) to hold Confidential Information of the other party in strict confidence; (b) not to use Confidential Information for any purpose other than performance under this Agreement; and (c) to limit disclosure to its employees, contractors, or advisors having a need to know, who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) is received from a third party having the right to disclose it without confidentiality obligations; or (iii) is independently developed without use of the other party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

5. WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS OR REVENUE, EXCEPT FOR DAMAGES RESULTING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

6. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing in this Agreement creates an employer-employee, agency, partnership, or joint venture relationship between the parties. Provider shall be solely responsible for all taxes and benefits applicable to its personnel.

7. 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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral. Any amendment or modification must be made in writing and signed by authorized representatives of both parties.

9. NOTICES

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of Confidentiality and agree that injunctive relief may be sought in addition to other remedies.

The parties represent and warrant that they have the authority to enter into this Agreement and that the individuals signing below are authorized representatives.

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