Business SPM Template

BUSINESS SPM TEMPLATE

Parties

This Business Service Performance Management Agreement (the Agreement) is entered into by and between:

Effective Date: . Client and Service Provider are sometimes referred to individually as a Party and collectively as the Parties.

Recitals

WHEREAS, Client seeks to establish, measure and improve processes and performance metrics related to business services and operations through a Service Performance Management program; and

WHEREAS, Provider has expertise and resources to design, implement and support Service Performance Management activities including but not limited to process mapping, KPI definition, reporting, and continuous improvement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations in connection with the services described herein.

Scope of Work

Provider shall perform the services described below in accordance with the schedule and standards set forth in this Agreement. Provider will exercise commercially reasonable efforts to meet agreed milestones and deliverables.

Payment Terms

Client shall pay Provider for services performed under this Agreement in accordance with the terms set forth below.

Invoices shall be issued in writing and are payable within days of receipt unless otherwise agreed in writing.

All amounts payable under this Agreement are exclusive of applicable taxes. Client shall be responsible for taxes levied on payments to Provider, except for taxes based on Provider's net income.

Term and Termination

Term: This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Termination for Convenience: Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least days prior to the effective termination date. Provider shall be paid for all services performed and reimbursable expenses incurred through the effective date of termination in accordance with the Payment Terms.

Termination for Cause: Either Party may terminate this Agreement effective upon written notice if the other Party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, provided that substantial breaches that cannot reasonably be cured within thirty (30) days may be cured within a longer reasonable period if the breaching Party has commenced cure within the initial thirty (30) day period and continues diligent efforts to cure.

Confidentiality

Each Party (Receiving Party) shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other Party (Disclosing Party) in connection with this Agreement, whether disclosed orally, in writing, or by inspection of tangible objects, and shall not disclose such information to any third party except as expressly permitted herein.

Confidential information excludes information that: (a) is or becomes publicly available without breach of this Agreement by the Receiving Party; (b) is already rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to Disclosing Party’s confidential information; or (d) is rightfully obtained from a third party not subject to a confidentiality obligation to the Disclosing Party.

The Receiving Party may disclose Confidential Information to its employees, contractors and professional advisors who have a need to know, provided that such persons are bound by confidentiality obligations no less restrictive than those contained herein. Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information as instructed in writing and certify destruction upon request.

Intellectual Property and Work Product

Unless otherwise expressly agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client’s internal business purposes. Provider retains all right, title and interest in any pre-existing materials, methodologies, templates and tools used or developed by Provider in the performance of services. To the extent any Provider materials are incorporated into deliverables, Provider hereby grants Client a perpetual license to use those materials solely as incorporated.

Indemnification and Limitation of Liability

Each Party shall indemnify and hold harmless the other Party from claims, losses, liabilities, damages and expenses arising from the indemnifying Party’s willful misconduct or negligent performance of its obligations under this Agreement. Except for liability arising from gross negligence or willful misconduct, neither Party’s aggregate liability to the other under this Agreement shall exceed the total amount paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, the Parties may pursue any available legal or equitable remedies.

Miscellaneous

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets, provided the assignee assumes all obligations hereunder.

Independent Contractor: Provider is an independent contractor. Nothing in this Agreement shall create an agency, partnership or joint venture between the Parties.

Entire Agreement

This Agreement 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

Notices

All notices required or permitted 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 by notice in accordance with this section.

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