Business SIP Document

BUSINESS SIP DOCUMENT

This Business Service Improvement Plan Agreement (the Agreement) is entered into as of between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates a business requiring improvements to specified services, processes and systems and has requested that Provider deliver a Service Improvement Plan (SIP) for the Project: ; and

WHEREAS, Provider represents that it has the experience, personnel, and capability to prepare, implement and advise on the SIP in accordance with the scope and schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, deliverables, payment and confidentiality obligations applicable to the SIP.

SCOPE OF WORK

Provider will perform the following services, deliverables and activities (the Services) for the Project. The Services shall include design, analysis, recommendations, implementation oversight, staff training and reporting as described below.

DELIVERABLES AND MILESTONES

The parties agree the following deliverables will be produced by Provider. Each deliverable is subject to Client acceptance in accordance with the acceptance criteria below.

Due Date:

Due Date:

PAYMENT TERMS

Client shall pay Provider as follows. All payments are due in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on Start Date: and terminates on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for Services rendered prior to termination.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential all non-public information received from the other party (Discloser) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Recipient shall not disclose Confidential Information except to employees, contractors or advisors on a need-to-know basis who are subject to confidentiality obligations no less restrictive than those herein.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available through no breach by Recipient; (b) was rightfully in Recipient's possession prior to disclosure; or (c) is independently developed without use of Discloser's Confidential Information. Recipient may disclose Confidential Information as required by law, provided Recipient gives Discloser prompt notice and reasonably cooperates with Discloser in seeking protective measures.

INTELLECTUAL PROPERTY

All pre-existing intellectual property of each party remains the sole property of that party. Subject to Client's payment in full, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Provider retains the right to use developments, techniques and know-how for any purpose so long as no Confidential Information of Client is disclosed; specific assignment of newly created proprietary works may be set out below.

CHANGE CONTROL

Any change to the Scope of Work, deliverables, schedule or fees shall be documented in a written change order signed by authorized representatives of both parties, specifying the change, impact on fees and schedule, and any other affected terms.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality or IP assignment obligations, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages. Provider's aggregate liability arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations and agreements, whether written or oral. Any amendment must be in writing and signed by both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice shall be deemed given upon personal delivery, three (3) days after deposit in certified mail, or one (1) business day after delivery to an overnight courier service.

SIGNATURES

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