Business Process Template

BUSINESS PROCESS TEMPLATE

Parties and Administrative Information

Effective Date:   Agreement Reference Number:

Recitals

WHEREAS, Client conducts business requiring standardized, documented business processes to ensure consistent operations, compliance with internal controls, and measurable performance; and

WHEREAS, Provider possesses expertise in process design, documentation, and implementation and has represented its capability to prepare a Business Process Template and related deliverables; and

WHEREAS, the parties desire to set forth the terms under which Provider will prepare, deliver, and, if applicable, assist in implementing the Business Process Template described in this Agreement effective as of the Effective Date.

Scope of Work

Provider shall perform the services described below and deliver the stated deliverables in accordance with the schedule and acceptance criteria set forth in this Agreement. All services shall be performed in a professional manner consistent with industry standards.

Milestones and Schedule

Parties agree the following milestones shall govern delivery. Additional milestones may be added by written amendment signed by both parties.

Due Date:

Due Date:

Due Date:

Payment Terms

Client shall pay Provider the fees and reimbursements described below in consideration of the services and deliverables set forth in this Agreement. Provider shall invoice Client in accordance with the schedule below. All fees are exclusive of taxes unless otherwise specified.

Term and Termination

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Section, shall continue until the later of completion of the Scope of Work or the End Date set forth below.

Start Date:   End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The recipient shall (a) use Confidential Information solely for the purposes of performing its obligations 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 reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Confidential Information does not include information that: (i) is or becomes publicly available through no wrongful act of the recipient; (ii) was rightfully known to the recipient prior to disclosure; (iii) is lawfully received from a third party without an obligation of confidentiality; or (iv) is independently developed by the recipient without use of the disclosing party's Confidential Information.

Warranties; Liability

Provider represents that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid to Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to choice-of-law rules. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If unresolved within 30 days, the dispute shall be resolved by binding arbitration or in the courts specified below as selected by the non-breaching party.

Governing Jurisdiction:

Amendments; Entire Agreement

This Agreement, together with any attachments, exhibits, and written amendments signed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, 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.

Independent Contractor

Provider is an independent contractor and not an employee, agent, or partner of Client. Provider shall be solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including worker classification.

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier, to the addresses set forth above or to such other addresses as either party may specify by written notice in accordance with this Section.

Signatures

The parties, by their duly authorized representatives, have executed this Agreement as of the Effective Date set forth above.

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