Business Standards Guide

BUSINESS STANDARDS GUIDE

Recitals

WHEREAS, Client Name: is engaged in the business identified in this Guide and requires consistent operational, quality and compliance standards;

WHEREAS, Provider Name: will perform professional services and related work subject to the standards, controls and procedures set forth in this document;

WHEREAS, Effective Date: these recitals and provisions establish minimum business standards, deliverable quality, and governance applicable to the engagement.

Scope of Work

The Provider shall perform the services, tasks and deliverables described below in accordance with the timelines, acceptance criteria, and quality standards set forth in this Guide. The Provider's obligations include adherence to documented processes, maintenance of records, and cooperation in audits and reviews.

Standards and Deliverables

All deliverables must meet professional industry standards and the acceptance tests set forth below. The Provider must maintain documentation evidencing compliance with these standards for a minimum of three years or such longer period as required by law.

Compliance with applicable laws and regulations
Implementation of reasonable data security and access controls
Documented quality control procedures and acceptance testing

Payment Terms

Client will compensate Provider in accordance with the following payment schedule. Provider shall submit invoices describing services rendered, deliverables and applicable taxes. Unless otherwise stated, payment is due within the agreed payment period following receipt of an undisputed invoice.

In addition to any late fee stated above, Client will reimburse Provider for reasonable costs of collection, including attorney fees, on any past-due amounts. Provider shall not suspend performance for disputed amounts promptly notified in writing until a 15-day cure period elapses.

Term and Termination

This Guide and any obligations hereunder commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate for material breach by the other party if the breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of liabilities accrued prior to the effective date of termination.

Confidentiality

Each party shall maintain in confidence and shall not disclose Confidential Information of the other party except as necessary to perform under this Guide. Confidential Information includes nonpublic business information, technical data, trade secrets, pricing, customer lists and any information labeled or otherwise identified as confidential.

Exclusions: Confidential Information does not include information that is (a) already known to the recipient without obligation of confidentiality; (b) publicly available through no breach; (c) rightfully received from a third party without restriction; or (d) independently developed. A recipient may disclose Confidential Information as compelled by law provided the recipient gives prompt notice to the disclosing party and limits disclosure to the required minimum.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all original work product created by Provider in the performance of this Guide and paid for by Client shall be assigned to Client. Provider retains ownership of pre-existing tools, methodologies and general know-how. Any license granted is nonexclusive, nontransferable, and limited to the purposes set forth in this Guide.

Governing Law

This Guide shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for all disputes arising under this Guide.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable for special, incidental, indirect or consequential damages. The total aggregate liability of either party for claims arising out of or relating to this Guide shall not exceed the fees paid by Client to Provider under this Guide in the twelve (12) months preceding the claim.

Entire Agreement and Amendments

This Guide, together with any incorporated exhibits and statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

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