Business Process Optimization Template

Business Process Optimization Template

This Business Process Optimization Agreement (the Agreement) is made and entered into as of by and between Client Name: and Consultant Name: .

Recitals

WHEREAS, Client operates business processes and systems that the parties intend to evaluate and optimize to improve efficiency, reduce cycle time, and reduce operating cost; and

WHEREAS, Consultant is engaged in the business of providing business process analysis, redesign, and implementation services and represents that Consultant has the personnel, expertise, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Consultant to perform business process optimization services under the terms and conditions set forth herein, and Consultant agrees to perform such services.

Parties' Contact Information

Scope of Work

Consultant shall perform business process optimization services (Services) as described below. The Services will include process mapping, bottleneck analysis, development of optimization recommendations, implementation planning, and knowledge transfer to Client personnel. Deliverables, acceptance criteria, and milestone schedule are described in the Scope of Work field below.

Payment Terms

Client shall pay Consultant for Services in accordance with the amounts and schedule set forth below. All fees are exclusive of applicable taxes unless otherwise stated. Consultant shall invoice Client in accordance with the schedule. Payment is due within the time frame specified for each invoice.

Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice. Upon termination, Client shall pay Consultant for all Services performed and reasonable non-cancellable commitments incurred through the date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, or in writing, 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. Confidential Information includes, without limitation, business processes, process maps, trade secrets, pricing, financial data, customer lists, software, and technical information.

Receiving Party shall (a) use the Confidential Information solely for the purposes of performing under this Agreement, (b) restrict disclosure of the Confidential Information to its employees or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect the confidentiality of such information. Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement, (ii) was in Receiving Party’s possession prior to disclosure as demonstrated by written records, (iii) is rightfully received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by Receiving Party without use of Disclosing Party’s Confidential Information.

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. Any action arising out of or relating to this Agreement shall be brought in the state or federal courts located in that State, and the parties submit to the exclusive jurisdiction of those courts.

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 and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Survival

The obligations of the parties under the Confidentiality section and any payment obligations accrued prior to termination shall survive termination or expiration of this Agreement for the periods specified herein.

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