Business Production Study Template

BUSINESS PRODUCTION STUDY TEMPLATE

This Business Production Study Agreement (the Agreement) is entered into effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates a business engaged in the production, manufacture, distribution or provision of goods and/or services and desires a documented analysis of production capacity, throughput, resource allocation, and cost drivers (the Study); and

WHEREAS, Service Provider represents that it possesses professional expertise in conducting business production studies, process analysis, and the preparation of technical and financial reports necessary to evaluate production processes and efficiencies; and

WHEREAS, the parties desire to set forth the scope, deliverables, compensation and terms under which the Service Provider will perform the Study for the Client.

SCOPE OF WORK

Service Provider shall perform a Business Production Study that includes process mapping, capacity analysis, staff and equipment utilization review, materials flow analysis, identification of bottlenecks, production cost analysis, and recommendations for operational improvements. The Study shall culminate in a written report and an oral presentation to Client stakeholders.

PAYMENT TERMS

Client shall pay Service Provider for the Study in accordance with the following terms. All sums are payable in United States dollars unless otherwise agreed in writing.

Unless otherwise provided in the Payment Schedule, invoices are due within days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date and continue through the End Date unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall maintain in confidence all non-public information disclosed by the other party (the Disclosing Party) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information shall not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was already known by the Receiving Party without restriction prior to disclosure; (c) is rightfully obtained from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all pre-existing intellectual property and tools of each party remain the sole property of that party. Service Provider grants Client a non-exclusive, non-transferable license to use deliverables created specifically for Client under this Agreement for internal business purposes. Service Provider may retain and reuse general methodologies, templates and know-how developed or used in performing the Study, provided no Client Confidential Information is disclosed.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except to the extent attributable to gross negligence or willful misconduct, neither party shall be liable to the other for incidental, indirect, special, punitive or consequential damages, including lost profits. Each party shall indemnify and hold the other harmless from and against third-party claims arising from its negligence, willful misconduct or breach of its obligations under this Agreement.

DATA, ACCESS & EXPENSES

Client shall provide reasonable access to personnel, facilities, systems and data necessary for Service Provider to perform the Study. Client warrants that it has the right to provide such access and the data supplied will not violate any third-party rights. Reimbursable out-of-pocket expenses incurred by Service Provider in connection with the Study shall be pre-approved by Client and invoiced in accordance with the Payment Terms.

REPORTING, ACCEPTANCE & CHANGE ORDERS

Service Provider will deliver a draft report for Client review. Client shall provide written comments within business days. Final acceptance shall be deemed upon delivery of a revised final report addressing material comments or upon written acceptance by Client.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules and change orders executed in accordance with this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign 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.

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