Business Process Flow Template

BUSINESS PROCESS FLOW TEMPLATE

This Business Process Flow Template ("Agreement") is entered into as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client is engaged in the business of operating and improving business operations and requires a documented process flow for critical operational activities; and

WHEREAS, Service Provider represents that it has the professional experience and technical capability to develop, document, and deliver a business process flow, including process steps, roles, controls, and handoffs necessary for Client's operations; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, confidentiality obligations, and governing law applicable to the development and delivery of the business process flow.

SCOPE OF WORK

Service Provider shall perform the services described below and deliver artifacts as indicated. The scope below is binding unless amended in writing by authorized representatives of both parties.

PROCESS STEPS

The following enumerates the primary process steps, responsible roles, inputs, outputs, and control points. Service Provider will document each step in sufficient detail to permit training and operational handoff.

PAYMENT TERMS

Client shall pay Service Provider for the services and deliverables set forth in this Agreement in accordance with the schedule below. All amounts are exclusive of applicable taxes unless otherwise stated.

In the event Client fails to timely pay any undisputed amounts due, Service Provider may suspend performance after ten (10) days' prior written notice. Interest on overdue amounts shall accrue at the rate set forth above from the date due until paid. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and deliverables delivered prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or digital, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes process documentation, workflow diagrams, system configurations, business metrics, and any personally identifiable information.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall survive termination for years, except to the extent disclosure is required by law, regulation, or judicial process, in which case the receiving party shall, where permissible, provide prompt written notice to the disclosing party and cooperate to seek protective measures.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any action arising under or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals, and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by both parties.

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 and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable while preserving the original intent.

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