Business Roll Outs

Business Roll Outs Agreement

This Business Roll Outs Agreement (Agreement) is entered into as of between:

WHEREAS

WHEREAS, Company seeks to implement a coordinated rollout of products, services, processes, or operational changes described in this Agreement (the Roll Out) across specified locations and business units; and

WHEREAS, Service Provider has the expertise, personnel, and resources necessary to plan, manage, and execute the Roll Out in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective responsibilities, payment terms, schedule, and other binding obligations with respect to the Roll Out.

1. Scope of Work

Service Provider shall perform the work described below and in any attachments or schedules incorporated by reference. Work shall include planning, pilot deployment, phased rollouts, training, post-rollout support, and documentation necessary for Company to operate the implemented solution.

2. Responsibilities

Service Provider shall perform the services using personnel with appropriate training and experience, adhere to agreed schedules, and comply with Company policies reasonably communicated in writing. Company shall provide timely access to facilities, data, personnel, and approvals necessary for the Roll Out.

3. Payment Terms

In consideration for the services, Company shall pay Service Provider as set forth below. All fees are exclusive of applicable taxes unless otherwise stated. Service Provider shall submit invoices in accordance with this clause and Company shall pay invoiced amounts that are undisputed within the time specified below.

4. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice of breach, subject to the rights and obligations set forth herein.

5. Confidentiality

Each party shall keep confidential and shall not use or disclose Confidential Information of the other party except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) already known to the recipient without restriction, (b) publicly available through no fault of the recipient, or (c) rightfully received from a third party without breach of any obligation of confidentiality.

Upon termination or expiration of this Agreement, each party shall return or destroy Confidential Information of the other party and certify such return or destruction upon request.

6. Intellectual Property

Except as expressly provided otherwise in writing, Service Provider shall retain ownership of its pre-existing intellectual property. All deliverables created specifically for Company under this Agreement shall be treated as works made for hire to the extent permitted by law; otherwise Service Provider assigns to Company all right, title, and interest in those deliverables upon full payment. Service Provider may retain and use general skills, know-how, and methodologies that are not specific to Company Confidential Information.

7. Liability and Indemnification

Each party shall indemnify and hold harmless the other party from third-party claims arising from its breach of this Agreement, gross negligence, or willful misconduct. Except for indemnification obligations and breach of confidentiality, neither party's aggregate liability for all claims arising under this Agreement shall exceed the total fees paid by Company to Service Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, punitive, or exemplary damages.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation of receipt.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties agree that any litigation arising out of or relating to this Agreement shall be brought exclusively in state or federal courts located in that state.

10. Entire Agreement

This Agreement, including all exhibits, attachments, and schedules expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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