Business Process Template New BL Mash

Business Process Template New BL Mash

This Business Process Template Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: and Service Provider Name: .

WHEREAS

WHEREAS, Company seeks to standardize and document certain business processes described herein for the project titled Process Template: ; and

WHEREAS, Service Provider represents that it has the skills, experience and resources necessary to design, implement, test and deliver the Business Process Template New BL Mash in accordance with the scope set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

PARTIES

SCOPE OF WORK

Service Provider will perform the following work to design, build and deliver the Business Process Template New BL Mash and related artifacts. Deliverables include process maps, standard operating procedures, configuration guidance, test scripts, and a deployment checklist. Acceptance shall be governed by the Acceptance Criteria section below.

PAYMENT TERMS

Company shall pay Service Provider for the performance of the Scope of Work as set forth below. All amounts are exclusive of applicable taxes unless otherwise stated.

Service Provider will submit invoices in accordance with the Payment Schedule. Company shall pay correctly rendered invoices within days of receipt.

Any amount not paid when due shall accrue interest at a rate of % per month or the maximum rate permitted by law, whichever is less, plus reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no less than days prior to the intended termination date.

Either party may terminate for cause if the other party materially breaches any obligation hereunder and fails to cure the breach within days after written notice specifying the breach.

CONFIDENTIALITY

“Confidential Information” means non‑public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that, by its nature, should reasonably be understood to be confidential. Each recipient shall (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound to protect such information; and (c) 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.

Exceptions: Confidential Information does not include information that is (i) publicly known through no fault of the recipient; (ii) rightfully received from a third party without restriction; (iii) independently developed by the recipient without use of the disclosing party’s Confidential Information; or (iv) required to be disclosed by law, provided the disclosing party is given prior notice to seek a protective order or other remedy.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, each party’s aggregate liability arising out of or relating to this Agreement shall not exceed the total amount actually paid by Company to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of courts located in that jurisdiction for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all Schedules and appendices attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer 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, sale of substantially all assets, or corporate reorganization.

Notices: Notices required under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section, or to such other address as either party may designate in writing.

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