Business Process Recording

BUSINESS PROCESS RECORDING

Client Name:      Recorder Name:

Effective Date:

WHEREAS

WHEREAS, Client Name: seeks to document, standardize and preserve certain business procedures, work sequences and decision rules (collectively, the "Processes") for improved operational consistency and training;

WHEREAS, Recorder Name: has expertise in documenting operational processes and will record, map and deliver documentation and supporting recordings in accordance with the terms set forth herein; and

WHEREAS, the parties desire a written agreement that defines the scope, compensation, confidentiality and ownership relating to the Business Process Recording described below.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $

Invoices are payable within days of invoice date. Late payments shall accrue interest at on the unpaid balance, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date:     Term End Date:

Either party may terminate this Agreement for convenience by delivering written notice at least days prior to the proposed termination date. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may obtain Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, customer and process information disclosed in any form. The receiving party shall (i) hold such Confidential Information in strict confidence, (ii) not disclose it to third parties except as permitted herein, and (iii) use it only for purposes of performing this Agreement. Confidential information shall not include information that is or becomes generally available to the public other than by a breach of this Agreement.

The Recorder shall take commercially reasonable measures to safeguard recordings and notes and shall deliver or destroy Confidential Information as directed in writing by the Client upon termination, except as retention is required to comply with legal obligations or to maintain archival records subject to confidentiality protections.

Contains trade secrets or highly sensitive information:

OWNERSHIP, LICENSES AND USE

Unless otherwise agreed in writing, Client shall retain sole ownership of the underlying business processes and any pre-existing intellectual property it provides. Recorder grants to Client a perpetual, non-exclusive, worldwide license to use the deliverables (including documents, diagrams and recordings) for internal business purposes. Recorder retains the right to use general knowledge and skills gained during performance, provided no Confidential Information is disclosed.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising out of this Agreement.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and performance will not violate any other agreement to which it is a party. Recorder warrants that the deliverables will materially conform to the Scope of Work and that its personnel will perform in a commercially reasonable manner.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable for indirect, incidental, special or consequential damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the fees paid by Client to Recorder under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attached schedules and statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, negotiations and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required by this Agreement shall be given in writing and delivered to the addresses provided by the parties. If any provision is held invalid, the remainder will continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

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