Business Process SAP Upgrade

Business Process SAP Upgrade Agreement

This Business Process SAP Upgrade Agreement ("Agreement") is entered into by and between: Client Name: and Service Provider Name: . Effective Date:

Whereas

WHEREAS, Service Provider represents that it has documented experience and technical capability in performing SAP upgrades, integrations, configuration, data migration and related business process alignment; and

WHEREAS, Client desires to engage Service Provider to perform a Business Process SAP Upgrade as described herein, and Service Provider agrees to perform such services pursuant to the terms and conditions of this Agreement.

Scope of Work

Service Provider shall perform the SAP upgrade services, including but not limited to system assessment, upgrade planning, sandbox and production upgrades, transport management, business process validation, user acceptance testing (UAT), data conversion, go-live support and post-go-live stabilization as further detailed below and in any approved change orders.

Payment Terms

Total Contract Price:

Invoicing and Due Date: Client shall pay all undisputed invoices within days of invoice date.

Late Payment: Amounts not paid when due shall accrue interest at a rate of % per month (or the maximum permitted by law, if less), plus a late fee of for each late invoice.

Term and Termination

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after written notice. Termination shall not relieve Client of payment obligations for services performed and accepted prior to termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including system configurations, business processes, source code, data, pricing, and project deliverables.

Obligations: Receiving Party will (a) use Confidential Information solely for performance under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to employees, contractors or affiliates with a need to know and bound by confidentiality obligations no less restrictive than those herein.

Exceptions: Confidential Information does not include information that is (i) already known to Receiving Party without restriction; (ii) becomes publicly known through no wrongful act of Receiving Party; (iii) rightfully received from a third party without breach of any obligation; or (iv) independently developed by Receiving Party without reference to Confidential Information.

Return or Destruction: Upon termination or written request, Receiving Party will promptly return or destroy Confidential Information and certify such destruction. Confidentiality obligations survive for years following termination.

Change Orders and Project Management

Any change to the Scope of Work, schedule or fees shall be documented in a written change order signed by authorized representatives of both parties. Standard hourly rate for out-of-scope work: per hour.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for consequential, special or punitive damages. Each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total amount paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement

This Agreement, including all exhibits and any executed change orders, 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 shall be effective unless in writing and signed by authorized representatives of both parties.

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