Business Service Delivery Processes

BUSINESS SERVICE DELIVERY PROCESSES

This Business Service Delivery Processes Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of designing, implementing and operating business service delivery processes, including but not limited to workflow design, service level definitions, reporting, and operational transition; and

WHEREAS, Client desires to engage Service Provider to perform certain services relating to Client's business service delivery architecture and operations, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Parties and Contact Information

2. Scope of Work

Service Provider shall perform the services set forth in the Scope of Work below and any written statements of work executed by the parties. The Scope of Work shall include the design, implementation plan, process documentation, training materials, transition plan, and agreed performance metrics for the service delivery processes.

3. Payment Terms

Client shall compensate Service Provider in accordance with the terms below. Unless otherwise agreed in writing, all fees are stated in the currency indicated and are exclusive of applicable taxes.

All undisputed amounts not paid when due shall accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by law. If a specific late fee is agreed, state:

4. Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

5. Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether in oral, written or electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees: (a) to hold Confidential Information of the other in strict confidence and not to disclose it to any third party except as permitted by this Agreement; (b) to use Confidential Information solely to perform its obligations under this Agreement; and (c) to take reasonable measures to protect the confidentiality of such information, at least as protective as the measures it uses to protect its own confidential information but no less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; or (iii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality. Either party may disclose Confidential Information to the extent required by law, provided the disclosing party gives prior written notice to the other party where legally permitted and reasonably assists in seeking confidential treatment.

6. Intellectual Property and Work Product

Unless otherwise agreed in a written statement of work, Service Provider retains ownership of its pre-existing methodologies, templates, tools, software and other intellectual property. Subject to Client's payment of all fees when due, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business operations. Any custom deliverables specifically produced for Client shall be treated as Work Product; ownership and licensing of Work Product shall be set forth in the applicable statement of work.

7. Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK DURING THE PRIOR TWELVE (12) MONTHS.

8. 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.

9. Entire Agreement; Amendments

This Agreement, together with any executed statements of work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

10. Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized courier service, to the addresses set forth in Section 1 or such other address as a party may designate in writing.

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any right or provision shall not constitute a waiver. The parties are independent contractors and nothing in this Agreement shall create an agency, partnership or joint venture between them.

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