Business Specifications Document

BUSINESS SPECIFICATIONS DOCUMENT

This Business Specifications Document ("Document") is made effective as of by and between:

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform the services and deliverables described in this Document for the project titled ""; and

WHEREAS, Service Provider represents that it has the experience, personnel, and ability to provide the specified services in accordance with the terms set forth below; and

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

SCOPE OF WORK

The Service Provider shall perform the work and deliver the deliverables described in this section. The Scope of Work shall include, at minimum, the tasks, responsibilities, schedule, and acceptance criteria set forth below.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the performance of the Scope of Work. Fees shall be payable in accordance with the schedule and invoice procedures set forth in this section.

TERM AND TERMINATION

This Document commences on the Start Date and continues until the End Date or until earlier terminated in accordance with this section.

Start Date:    End Date:

CONFIDENTIALITY

Each party acknowledges that in the performance of this Document it may receive confidential and proprietary information of the other party ("Confidential Information"). Each receiving party shall: (a) use Confidential Information solely to perform its obligations hereunder; (b) restrict disclosure of Confidential Information to those of its employees, agents, or subcontractors who have a need to know and who are bound to maintain confidentiality at least as protective as this Document; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach; (ii) was already rightfully in the receiving party's possession; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The obligations set forth in this section shall continue for years following termination or expiration of this Document.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title, and interest in and to all deliverables and work product developed specifically for Client under this Document. Service Provider may retain ownership of its pre-existing tools, processes, and general know-how, provided no Confidential Information or Client-owned work product is disclosed or used beyond the scope of this Document.

Service Provider assigns all project-specific work product to Client: Yes No

WARRANTIES AND LIMITATIONS OF LIABILITY

Service Provider warrants that the services will be performed in a professional manner consistent with industry standards for a period of months from acceptance. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property, each party's aggregate liability under this Document will be limited to or the total amounts paid under this Document, whichever is less.

CHANGE ORDERS

Any material change to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall describe the change, the impact on schedule, and any adjustment to fees.

GOVERNING LAW; DISPUTE RESOLUTION

This Document shall be governed by and construed in accordance with the laws of without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be submitted to binding arbitration in the governing jurisdiction unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Document, including any executed change orders, 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 shall be effective unless in writing and signed by authorized representatives of both parties.

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