Business Process Workflow Enhancements

BUSINESS PROCESS WORKFLOW ENHANCEMENTS

This Business Process Workflow Enhancements Agreement ("Agreement") is entered into as of Effective Date: between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates business processes and workflows that Client desires to improve to increase operational efficiency, reduce manual steps, and improve controls; and

WHEREAS, Service Provider has expertise in process analysis, automation design, and implementation of workflow enhancements; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform enhancements to Client's business process workflows as described in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Amounts not paid within days after invoice due date will accrue interest at compounded monthly. Client is responsible for reasonable collection costs and attorneys' fees incurred in recovery of overdue amounts.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure within days after written notice of such breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform under this Agreement. Confidential Information includes, but is not limited to, business processes, source or object code, specifications, pricing, customer data, and trade secrets. The obligation of confidentiality shall continue for years after disclosure. Confidential Information does not include information that is (i) publicly known through no act of the Receiving Party, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing know-how and tools. The parties select the following option for Work Product created under this Agreement:

Assignment of Work Product to Client (Client shall own deliverables upon full payment) Perpetual, non-exclusive license to Client (Service Provider retains ownership)

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Service Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, 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 its conflict of laws rules.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be sent to the addresses below or to such other address as a party shall designate by notice given in accordance with this paragraph.

Sign Now