Business Productivity Template

Business Productivity Template

Parties

Recitals

WHEREAS, Client desires to improve business productivity through targeted operational, technology, and process improvements as set forth in this Agreement effective as of ;

WHEREAS, Service Provider represents that it possesses the experience, personnel, and capacity required to deliver productivity consulting, implementation, and training services described herein; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Service Provider will provide such services to Client.

Scope of Work

Service Provider shall perform the tasks, produce the deliverables, and meet the performance objectives described below. The specific methods, personnel assignments, and quality standards shall be as set forth in this Scope of Work and any mutually executed attachments.

Deliverables and Milestones

The following deliverables will be provided and accepted according to the acceptance criteria set forth in the Scope of Work. Additional deliverables may be added by written amendment.

Due Date:

Due Date:

Payment Terms

Client shall pay Service Provider the fees and expenses described in this section in exchange for satisfactory performance of the Scope of Work.

Term and Termination

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

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. Confidential Information shall include nonpublic business information, process documentation, performance metrics, and other proprietary materials. Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to prevent unauthorized disclosure.

By checking this box, the signing party acknowledges and agrees to be bound by the confidentiality obligations set forth above.

Intellectual Property

Unless otherwise agreed in writing, all pre-existing intellectual property rights of each party remain the sole property of that party. Intellectual property created by Service Provider in the course of performing the Scope of Work and expressly identified as deliverables shall be deemed Works Made for Hire and assigned to Client upon full payment; Service Provider retains the right to use general skills and know-how gleaned from the engagement provided no Confidential Information or Client-owned materials are disclosed.

By checking this box, the signing party acknowledges that deliverables will be assigned as described above upon full payment.

Indemnity and Liability

Each party agrees to indemnify, defend, and hold harmless the other from claims arising out of its gross negligence or willful misconduct in performing this Agreement. Except for willful misconduct or breaches of confidentiality, neither party's aggregate liability for monetary damages under this Agreement shall exceed the total fees paid to Service Provider under this Agreement in the six (6) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , excluding its conflicts of law rules.

Entire Agreement

This Agreement, including any attachments and accepted statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and proposals, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

The provisions of this Agreement that by their nature survive termination or expiration shall so survive, including confidentiality, indemnity, intellectual property, and limitation of liability provisions. If any provision is found unenforceable, the remainder shall remain in effect to the fullest extent permitted by law.

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