Business Requirement Document

BUSINESS REQUIREMENT DOCUMENT

This Business Requirement Document ("BRD" or "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Client Name: seeks to engage Provider Name: to perform the services and deliverables described in this BRD; and

WHEREAS, Provider has the experience and capability to design, develop, and deliver the specified business solutions in accordance with the terms of this BRD; and

WHEREAS, the parties desire to memorialize the scope, acceptance criteria, schedule, payment terms, confidentiality obligations, and other material terms applicable to the engagement.

Scope of Work

Provider will perform and deliver the services and work products described below. Provider shall perform all tasks in a professional manner consistent with industry standards and in accordance with the timeline set forth in this BRD.

Deliverables and Acceptance Criteria

Provider shall deliver the deliverables listed below. Each deliverable must meet the acceptance criteria set forth herein. Acceptance shall occur following Client testing and written acceptance or the expiration of the agreed acceptance period without material unresolved defects.

Timeline and Milestones

Project Start Date:   Projected End Date:

Payment Terms

Client shall pay Provider fees for services as set forth below. All monetary amounts are in U.S. dollars unless otherwise agreed in writing. Provider shall invoice Client in accordance with the schedule below.

Fees are due upon receipt of a proper invoice. Unpaid amounts shall accrue interest at the rate specified above, compounded monthly, or the maximum lawful rate if less. Client is responsible for any taxes, duties, or other governmental charges applicable to payments under this Agreement.

Term and Termination

Term Commencement:   Term Expiration:

Either party may terminate this BRD for material breach by the other party if the breaching party fails to cure the breach within Notice Period: days after receipt of written notice. Either party may also terminate for convenience upon mutual written agreement specifying applicable wind-down obligations and payment for work performed through termination.

Upon termination, Provider shall deliver to Client all completed deliverables and work in progress; Client shall pay Provider for all services performed and reasonable, documented costs incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary, or business information disclosed by the other party (the "Disclosing Party") in connection with this BRD and shall not use or disclose such Confidential Information except to the extent necessary to perform its obligations under this BRD. Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was lawfully known by the Receiving Party prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The confidentiality obligations shall continue for Confidentiality Period: following termination or expiration of this BRD. Nothing in this clause limits either party's right to seek equitable relief for unauthorized disclosure.

Governing Law

This BRD shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes arising under this BRD.

Entire Agreement

This BRD, together with any appendices, exhibits, and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements, proposals, and understandings. No amendment or waiver of any provision of this BRD shall be effective unless in a writing signed by authorized representatives of both parties.

Notices

All notices under this BRD shall be in writing and delivered to the contact information below or to such other addresses as the parties may designate in writing.

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