Business Process Instance Optimization

BUSINESS PROCESS INSTANCE OPTIMIZATION AGREEMENT

Recitals

WHEREAS, Client Name: is engaged in the operation of business processes and desires to improve process instance performance, consistency, and cost-efficiency; and

WHEREAS, Service Provider Name: has experience and technical capability to analyze, optimize, and implement improvements to business process instances under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows. Effective Date:

Parties and Contact Information

Scope of Work

Service Provider shall perform analysis, design, implementation and verification activities to optimize selected business process instances identified by Client. The Scope of Work shall include, at a minimum, process instance discovery, bottleneck analysis, rule and configuration adjustments, automation tuning, performance testing, and handover of optimization artifacts and operational guidance.

Payment Terms

In consideration for the services described in this Agreement, Client shall pay Service Provider the fees and expenses set forth below in accordance with the invoicing and payment schedule. All fees are exclusive of taxes unless otherwise required by applicable law.

If any undisputed amount is not paid within the Net Payment Terms, Client shall pay a late fee equal to % per month on the outstanding balance, or the maximum permitted by law, whichever is lower. In addition to the percentage fee, Service Provider may charge a flat administrative fee of for overdue invoices.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice no fewer than days to the other party. Either party may terminate for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider will deliver any Completed Deliverables for which Client has paid applicable fees, and Client will pay for all work performed through the effective date of termination, including reasonable wind-down costs.

Confidentiality

Each party (the "Receiving Party") shall maintain as confidential all non-public, proprietary or commercially sensitive information disclosed by the other party (the "Disclosing Party") in connection with this Agreement. Confidential Information shall not include information that (a) is or becomes generally known to the public other than by breach of this Agreement, (b) was lawfully in the Receiving Party's possession prior to disclosure, or (c) 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 performance under this Agreement and shall restrict access to employees, contractors and advisors with a need to know, provided that such persons are bound by confidentiality obligations no less restrictive than those herein. The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of years.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing tools, methodologies, know-how, and background intellectual property. Subject to full payment of fees due, Service Provider grants Client a non-exclusive, non-transferable license to use the delivered optimization artifacts and documentation solely for Client's internal business operations. Any custom code or configurations developed specifically for Client shall be assigned to Client upon full payment, except where such assignment would conflict with third-party license obligations.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, 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 of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, provided that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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