Business Process Step 1 Template

Business Process Step 1 Template

Recitals

Client Name:

Service Provider Name:

WHEREAS, Client desires that Service Provider perform the initial business process planning and documentation described in this Step 1 Template, and Service Provider represents that it has the expertise and resources to perform such services in accordance with the terms set forth in this agreement;

WHEREAS, the parties intend by this document to establish the scope, compensation, schedule and other essential terms governing the performance of Step 1 activities, and to provide a written basis for subsequent steps in the broader business process engagement;

Effective Date:

Scope of Work

Payment Terms

Late Fee: Interest at or a flat fee of , whichever is greater, applied to any undisputed amount not paid within days after invoice due date.

Term and Termination

Term Commencement Date:

Term Expiration Date: unless earlier terminated as provided below.

Either party may terminate this agreement for convenience upon written notice delivered to the other party not less than days prior to the intended termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party in any form that is designated as confidential or that, by its nature, should reasonably be considered confidential, including business plans, process maps, financial data, client lists, and technical materials.

Non-Disclosure and Use: Each party shall (a) hold Confidential Information of the other party in strict confidence, (b) not disclose such information to any third party except as expressly permitted herein, and (c) not use Confidential Information except to perform its obligations or exercise its rights under this agreement. Reasonable disclosures to employees, subcontractors or professional advisors are permitted where necessary for performance, provided such persons are bound by confidentiality obligations no less protective than those herein.

Return or Destruction: Upon termination or written request, receiving party shall promptly return or destroy (at discloser's election) all tangible Confidential Information and certify such return or destruction in writing within ten (10) days.

Confidentiality Period: The obligations in this section shall remain in effect for years from the date of disclosure, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

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 agree that exclusive jurisdiction for any dispute arising out of or relating to this agreement shall lie in the state and federal courts located within that state.

Entire Agreement and Miscellaneous

Entire Agreement: This document, together with any attachments and referenced schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or delegate its rights or obligations under this agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this agreement is held invalid or unenforceable, the remainder of the agreement shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal effect.

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