Business Requirement Scenario

BUSINESS REQUIREMENT SCENARIO

This Business Requirement Scenario Agreement (the Agreement) is entered into as of Effective Date: , by and between Client Name: , with Address: (the "Client"), and Service Provider Name: , with Address: (the "Provider").

RECITALS

WHEREAS, Client requires the development, documentation and/or implementation of business requirements, specifications and related deliverables for the project identified as Project Title: (the "Project");

WHEREAS, Provider has the expertise and resources necessary to analyze, document and deliver the business requirements and related services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services for Client and Client will compensate Provider.

SCOPE OF WORK

Provider shall perform the services described above, deliverables shall be provided in electronic and/or printed form as agreed, and Provider shall document acceptance criteria for each deliverable prior to Client approval. Changes to the Scope of Work shall be governed by the Change Control procedure described below and require written consent from authorized representatives of both parties.

PAYMENT TERMS

Invoices submitted by Provider shall be due and payable within days of receipt. Any undisputed amount not paid when due shall accrue interest at the lesser of (a) the rate of % per month; or (b) the maximum rate permitted by applicable law. Client shall notify Provider of any disputed invoice within the invoice due period and the parties shall promptly resolve such disputes in good faith.

TERM AND TERMINATION

Term Commencement Date: .

Term End Date: .

Either party may terminate this Agreement for any reason upon written notice to the other party no fewer than days prior to the intended termination date. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Governing Law and Survival shall survive termination.

CONFIDENTIALITY

Each party (the Recipient) shall maintain in confidence all non-public information disclosed by the other party (the Discloser) that is designated 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: (i) was known to Recipient without restriction prior to receipt from Discloser; (ii) is or becomes generally known to the public through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient may disclose Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient shall use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. The obligations in this section shall continue for a period of years following the termination or expiration of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its 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 out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous proposals, negotiations, representations, warranties, understandings and agreements, whether written or oral. No amendment or modification shall be binding unless in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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