Business Process Outsourcing Document

Business Process Outsourcing Agreement

This Business Process Outsourcing Agreement (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client requires certain business processes and operational functions to be performed on its behalf by an experienced third-party provider; and

WHEREAS, Service Provider represents that it possesses the personnel, technology, and expertise necessary to perform the services described in this Agreement and is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other contractual provisions governing their relationship.

Scope of Work

Service Provider shall provide the business process outsourcing services described below in accordance with the specifications, performance standards and timelines set forth in this Agreement.

Payment Terms

In consideration for the services performed by Service Provider, Client shall pay Service Provider in accordance with the following terms.

Payments are due within days of Client's receipt of an undisputed invoice. Invoices must state the amounts due and reference applicable milestones or statement of work sections.

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus all collection costs and reasonable attorneys' fees incurred by Service Provider in collecting overdue amounts. For clarity, late fees shall commence after the expiration of the payment due period set forth above.

Term and Termination

The term of this Agreement shall commence on (the "Commencement Date") and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience by providing the other party with at least days' prior written notice. The party terminating for convenience shall pay fees and reimbursable expenses accrued through the effective date of termination and any other amounts expressly required by this Agreement.

Either party may terminate this Agreement for material breach upon written notice if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach. Termination for cause shall not relieve the breaching party from liability for damages resulting from the breach.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence and shall not disclose or use, except in performance of its obligations under this Agreement, any Confidential Information of the other party (the "Discloser"). "Confidential Information" includes non-public business information, customer data, pricing, trade secrets, methodologies, system access credentials, and any other information reasonably understood to be confidential whether disclosed orally, visually or in writing.

The Recipient shall (a) use the Confidential Information solely for the purposes of performing this Agreement; (b) restrict disclosure to those employees, contractors or agents with a need to know and subject to obligations of confidentiality at least as protective as those herein; and (c) implement reasonable technical and organizational measures to protect Confidential Information against unauthorized access, disclosure or destruction.

Upon termination or expiration, Recipient shall return or destroy all Confidential Information of Discloser and certify in writing the disposition of such Confidential Information, except to the extent retention is required by applicable law or for archival backup, in which case the retained Confidential Information shall remain subject to the confidentiality obligations of this Agreement.

Intellectual Property and Work Product

Unless otherwise agreed in a written statement of work, Client shall retain all rights, title and interest in and to Client Data and any pre-existing intellectual property owned by Client. Service Provider hereby assigns to Client all right, title and interest in any deliverables or work product created exclusively for Client under this Agreement, subject to Client's payment of all amounts due. Service Provider retains ownership of its pre-existing tools, processes and methodologies and grants Client a non-exclusive, non-transferable license to any such pre-existing materials to the extent embodied within deliverables.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or breach of its confidentiality obligations. Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for incidental, consequential or punitive damages. The aggregate liability of each party for any claim arising under this Agreement shall not exceed the amount paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the liability.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflict of laws. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for resolution of disputes.

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in its entirety in connection with a merger, acquisition or sale of substantially all of its business or assets without such consent. Service Provider may subcontract portions of the services provided that Service Provider remains fully responsible for performance and compliance with this Agreement.

Entire Agreement

This Agreement, together with any statements of work and appendices executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, negotiations and agreements, whether oral or written. Any modification to this Agreement must be in a writing signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as a party may designate by notice). Notices shall be deemed given upon delivery if delivered personally or by courier, or three (3) days after deposit in certified mail, return receipt requested.

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