Business Process Guide

BUSINESS PROCESS GUIDE

Parties

This Business Process Guide is entered into by and between:

Recitals

WHEREAS, Client operates a business that requires documented operational processes, controls, and responsibilities for consistent performance and regulatory compliance; and

WHEREAS, Service Provider maintains expertise in developing, documenting, and implementing business process procedures, training materials, and monitoring controls; and

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

Scope of Work

Service Provider shall develop, deliver, and maintain the Business Process Guide described below. The Guide shall include documented procedures, responsibilities, approval authorities, process flow diagrams, key performance indicators, and exception handling instructions necessary for the processes identified by Client.

Process Controls and Responsibilities

The Guide shall allocate responsibilities for execution, monitoring, and escalation. Controls shall include segregation of duties, approval thresholds, process checkpoints, exception logs, and audit trails. Service Provider will provide a responsibilities matrix that identifies role-by-role duties and required documentation.

Payment Terms

Client shall pay Service Provider in consideration for the services and deliverables described in the Scope of Work in accordance with the following terms:

All invoices are due net thirty (30) days unless otherwise agreed in writing. Overdue amounts shall accrue interest as specified above and Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

This Guide shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination for convenience requires written notice as specified above.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party shall use Confidential Information solely for the performance of this Agreement and shall protect it with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Compliance and Records

Service Provider shall maintain accurate records of work performed under this Agreement and shall permit Client to audit such records during normal business hours upon reasonable notice. Records shall be retained for a period of not less than three (3) years from the date of the applicable invoice or as otherwise required by applicable law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county where Client's principal place of business is located, unless the parties agree otherwise in writing.

Representations and Warranties; Limitation of Liability

Each party represents that it has the full right, power, and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Entire Agreement

This Agreement, including all attachments and statements of work incorporated by reference, 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 modification or waiver must be in writing and signed by authorized representatives of both parties.

Amendments; Notices

Any amendment or modification to this Agreement must be in writing and signed by both parties. Notices under this Agreement shall be delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth above or to such other address as a party designates by notice.

Acceptance

Deliverables will be deemed accepted upon written confirmation by Client, or automatically accepted if Client does not provide a written statement of deficiencies within ten (10) business days after delivery. Acceptance criteria for each deliverable shall be as described in the Scope of Work.

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