Business Programme Template

BUSINESS PROGRAMME TEMPLATE

This Business Programme Agreement ("Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client seeks to establish and operate the business programme identified as Programme Title: (the "Programme") to achieve the objectives described below; and

WHEREAS, Service Provider represents that it has the requisite expertise, personnel and resources to design, deliver and manage the Programme in accordance with the scope and schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the design, delivery and payment for the Programme.

SCOPE OF WORK

Service Provider shall develop and deliver the Programme in accordance with the specifications, milestones and deliverables described below. The Scope of Work shall include design, development, implementation, reporting and reasonable post-delivery support as set forth in this section.

DELIVERABLES AND MILESTONES

Deliverables shall be accepted by Client in accordance with the acceptance criteria set out in the Scope of Work. Milestones, including due dates and any milestone-specific payments, shall be set out in the schedule below or in an appended schedule executed by both parties.

Due Date:    Milestone Payment:

Additional milestones and a complete schedule may be appended as a written Schedule of Milestones signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees for the Programme as set forth below and in any schedule attached hereto. All payments are due in accordance with the payment schedule and are exclusive of applicable taxes unless otherwise stated.

Late Payment: Any amount not paid when due shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower), together with a late fee of for each payment past due more than days.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any material obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice. In the event of termination, Service Provider shall be entitled to payment for work performed and non-cancellable commitments reasonably incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") in connection with the Programme ("Confidential Information"). Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law or by a valid order of a court or governmental authority, provided that, to the extent permitted, the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any lawful effort to obtain confidential treatment.

Confidentiality Obligation Duration: Confidential Information shall be maintained in confidence for a period of years from the date of disclosure, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY

Ownership: Except as expressly provided in this Agreement, each party retains all right, title and interest in and to its pre-existing intellectual property. Service Provider shall retain ownership of methodologies, frameworks, tools and pre-existing materials used in delivering the Programme, and grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes, unless otherwise agreed in writing.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for any indirect, incidental, special or consequential damages, and each party's aggregate liability shall be limited to the fees paid or payable under this Agreement in the twelve (12) months 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 its conflicts of law rules.

ENTIRE AGREEMENT

This Agreement, together with any schedules or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the Programme and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall create an employer-employee, partnership or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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