Business Services QIP

BUSINESS SERVICES QUALITY IMPROVEMENT PLAN (QIP)

This Business Services Quality Improvement Plan (the Plan) is entered into by the parties identified below as of the Effective Date.

Parties & Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, the Client engages the Provider to design, implement and monitor quality improvement activities related to the Client's business services, including but not limited to operational processes, service delivery standards, and performance metrics; and

WHEREAS, the Provider has represented that it possesses the technical expertise, personnel and resources necessary to develop and execute the Quality Improvement Plan set forth in this document; and

WHEREAS, the parties desire to set forth the scope, deliverables, reporting obligations, payment terms and other material terms governing the Provider’s performance of the quality improvement services.

Scope of Work

Deliverables include, at minimum: a written Quality Improvement Plan document; implementation of agreed process changes; monthly performance reports; root cause analyses for material variances; and an acceptance review process. Specific deliverables, milestones and acceptance criteria are set forth below.

Objectives & Performance Metrics

Reporting Frequency:

Baseline Metric(s):

Target Metric(s):

Payment Terms

Total Fee for Services: (USD)

Payment Due Days:

Late Payment Fee: and/or (flat fee)

All invoices must reference the applicable milestone and include reasonable supporting documentation. Disputed amounts will be addressed in good faith; undisputed amounts remain payable according to this section.

Term and Termination

Commencement Date: . Completion / Expiration Date:

Either party may terminate this Plan for convenience upon written notice delivered at least days prior to the intended termination date. Termination for material breach may be effected immediately if the breaching party fails to cure a material breach within thirty (30) days after written notice. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information disclosed in connection with this Plan, whether disclosed orally, in writing, or electronically. The receiving party shall:

(a) hold such Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use such Confidential Information solely to perform its obligations under this Plan. Confidential obligations shall survive termination for a period of years, except where a longer period is required by applicable law.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was already rightfully in the receiving party’s possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party’s Confidential Information.

Proprietary processes and methodologies

Client data and customer information

Reporting, Acceptance & Corrective Actions

If performance measurements fail to meet agreed targets, the Provider shall propose corrective actions within five (5) business days of identification. The parties will mutually approve appropriate corrective measures and associated timelines, which shall become part of this Plan when executed in writing.

Governing Law & Dispute Resolution

This Plan shall be governed by and interpreted in accordance with the laws of: , without regard to conflict of laws principles.

Representations, Warranties & Remedies

Each party represents that it has full power and authority to enter into this Plan and to perform its obligations. The Provider warrants that services will be performed in a professional manner consistent with industry standards. Except for willful misconduct or gross negligence, neither party shall be liable for indirect, incidental or consequential damages. The parties agree that monetary damages may be inadequate and that injunctive relief may be appropriate to protect Confidential Information.

Entire Agreement & Amendments

This Plan, together with any attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings and agreements. Any amendment or modification to this Plan must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Plan without the prior written consent of the other, except that either party may assign this Plan in connection with a merger, acquisition or sale of substantially all of its assets. Notices required by this Plan shall be given in writing to the addresses set forth above.

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