Business Requirements Form

Business Requirements Form and Services Agreement

Parties and Project Identification

Project Title:

Effective Date:   Project Reference ID:

Recitals

WHEREAS, Client seeks certain business analysis, technical specifications, and deliverables necessary to define and implement the Project described above; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services and prepare the deliverables set forth in this Business Requirements Form and Services Agreement; and

NOW, THEREFORE, in reliance on the mutual covenants contained herein, the parties agree as follows.

Scope of Work

General Description: The Service Provider shall perform business analysis, define functional and non-functional requirements, prepare user stories or use cases, and produce associated acceptance criteria and system integration specifications necessary to implement the Project. Deliverables shall include requirements documentation, data models, process flow diagrams, and a prioritized backlog of features unless otherwise agreed in writing.

Acceptance Criteria Summary:

Deliverables, Milestones and Schedule

Parties agree on the following milestone schedule and deliverables. Each deliverable is subject to Client acceptance testing in accordance with the acceptance criteria set forth in this form.

Due Date:   Amount:

Due Date:   Amount:

Due Date:   Amount:

Payment Terms

Total Estimated Fee:   Currency:

Invoicing and Payment Schedule: Service Provider shall submit invoices upon completion of each milestone. Client shall pay undisputed invoices within days of receipt. Partial payments do not constitute acceptance of deliverables.

Late Payment Fee: Unpaid amounts shall incur a late fee of % per month or the maximum allowed by applicable law, whichever is less, calculated from the invoice due date until paid in full.

Term and Termination

Term Commencement Date:   Anticipated Completion Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of days after written notice. Either party may terminate for convenience upon days' prior written notice. Upon termination, Service Provider shall deliver all completed work and invoice for work performed through the termination date; Client shall pay all undisputed amounts owing under the invoiced work subject to any setoff rights expressly stated in this Agreement.

Change Control

Any change to the Scope of Work, schedule, or fees shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify the change, impact on schedule, and any additional fees or credits. Work performed outside an executed change order may be invoiced but is not binding on Client unless accepted in writing.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public, proprietary, or business information disclosed by the other party (the "Disclosing Party") 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"). The Receiving Party shall not use Confidential Information for any purpose other than performing under this Agreement and shall not disclose it to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is lawfully received from a third party without obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Disclosing Party is given prompt notice and reasonable cooperation in any lawful attempt to limit disclosure.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, or longer as required for trade secrets and other information that by its nature warrants extended protection under applicable law.

Representations and Warranties

Each party represents that it has the legal right and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except for willful misconduct or breaches of confidentiality, neither party shall be liable for indirect, incidental, consequential, punitive, or special damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute arising out of this Agreement by negotiation between senior representatives. If unresolved within 30 days, the parties may pursue any available remedies at law or in equity.

Governing Jurisdiction:

Entire Agreement

This document, including any attachments and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this form or to such other address as either party may designate by written notice. Notices shall be deemed given when sent by hand, overnight courier, or electronically with confirmation of receipt.

Acknowledgement and Signatures

The undersigned represent and warrant that they are authorized to bind their respective parties to this Business Requirements Form and Services Agreement and that they have read and agree to the terms set forth herein.

Sign Now