Business Process Upgrade

Business Process Upgrade Agreement

Parties

Recitals

WHEREAS, Client Name: seeks improvements to internal business processes to increase efficiency, reduce cycle time, and implement identified best practices; and

WHEREAS, Contractor Name: possesses the professional expertise, personnel and resources to evaluate, design and implement the Business Process Upgrade described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Contractor shall perform the services described in this Scope of Work. Contractor will provide analysis, redesign, implementation support, documentation, and knowledge-transfer as necessary to effect the Business Process Upgrade. Specific tasks, deliverables, and acceptance criteria are described below and in any attached statements of work.

Payment Terms

Client shall pay Contractor for the services performed under this Agreement in accordance with the following terms.

Invoices shall be issued by Contractor in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of invoice receipt.

Late payments shall accrue interest at the rate of of the overdue balance per month, or the maximum rate permitted by law, whichever is less. Client shall also pay reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on the Effective Date and shall continue in effect until the Completion Date unless earlier terminated as provided herein.

Effective Date:   Completion Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

Upon termination, Client shall pay Contractor for all work performed and reasonable, non-cancellable commitments made up to the effective date of termination. Contractor shall deliver all completed and in-progress deliverables and shall cooperate to facilitate an orderly wind-down.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient) in connection with this Agreement, whether written, oral, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Recipient will (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, (ii) limit disclosure to its employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt notice and cooperates in any lawful protective order.

The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Intellectual Property; Work Product

Except as otherwise agreed in writing, Contractor retains ownership of Contractor's pre-existing methodologies, templates, tools and general know-how. Contractor hereby grants Client a non-exclusive, royalty-free license to use any deliverables provided under this Agreement solely for Client's internal business operations. If either party desires different ownership or licensing arrangements for specific deliverables, such terms must be set forth in writing and signed by both parties.

Representations, Indemnity and Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement. Contractor will perform services in a professional manner consistent with industry standards. Client will provide timely access to personnel, records and facilities as reasonably required.

To the extent permitted by law, Contractor's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement. Neither party shall be liable for special, incidental, consequential or punitive damages.

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. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party may designate by notice in accordance with this section. Notice is effective upon receipt.

Miscellaneous

Neither party may assign its rights or delegate its 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 or sale of substantially all of its assets. If any provision of this Agreement is held unenforceable, the remainder shall continue in full force and effect.

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