Business Requirement Agreement

BUSINESS REQUIREMENT AGREEMENT

This Business Requirement Agreement (the Agreement) is entered into as of by and between the parties identified below.

RECITALS

WHEREAS, Client requires certain business and technical requirements to be documented, analyzed and delivered in order to support Client's business objectives for the project identified as ; and

WHEREAS, Service Provider has represented that it has the necessary expertise to prepare, validate and deliver the business requirements, functional specifications and related deliverables described in this Agreement in accordance with the terms and schedule set forth below.

SCOPE OF WORK

Service Provider shall perform the services described in this Scope of Work. Services shall include requirements elicitation, documentation, validation sessions with stakeholders, traceability mapping, and delivery of the final Business Requirements Document (BRD) and associated artifacts.

DELIVERABLES AND ACCEPTANCE

Deliverables shall consist of the items listed below. Each deliverable shall be submitted to Client for review and acceptance. Client shall provide written acceptance or a list of deficiencies within days of receipt.

PAYMENT TERMS

In consideration of the performance of the Services, Client shall pay Service Provider the fees described below in accordance with the schedule. All fees are exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at a rate of on the outstanding balance, or the maximum permitted by applicable law, whichever is less. Service Provider may suspend performance for invoices unpaid more than days after written notice.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until earlier termination in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Either party may terminate without cause upon days' prior written notice. Upon termination, Client shall pay for all work performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except authorized personnel who have a need to know and are bound by confidentiality obligations; and (c) use it only to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was known to receiving party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed. The obligations set forth in this section shall survive termination for a period of years.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, all deliverables and work product specifically created for Client under this Agreement ("Work Product") shall be owned by Client upon full payment of all fees. Service Provider hereby assigns to Client all right, title and interest in such Work Product. Service Provider retains the right to use general skills, know-how and nonconfidential methodologies embodied in the deliverables, provided no Confidential Information or Client-owned Work Product is disclosed.

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Neither party shall be liable for indirect, incidental, special or consequential damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, disputes shall be resolved in the state or federal courts located in the county where Client's principal place of business is located.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship.

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