Business System Descriptions

Business System Descriptions

This Business System Descriptions Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: . Effective Date: .

WHEREAS

WHEREAS, Client Name: maintains business operations and relies upon certain information technology systems and related services for its business purposes; and

WHEREAS, Service Provider Name: has the expertise to describe, document, and maintain records of such systems and will prepare and deliver Business System Descriptions in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment, confidentiality obligations and governance for the preparation, delivery, and maintenance of Business System Descriptions for the systems identified herein.

Parties and Contact Information

Scope of Work

Service Provider shall prepare, document, and deliver Business System Descriptions that identify system architecture, components, interfaces, data classifications, security controls, operational procedures, and change control processes for systems listed in Section 4. Deliverables shall meet the acceptance criteria set forth in this Section and be provided in the forms and within the timeframes agreed below.

Business System Descriptions — System Inventory

The parties shall identify each system to be described. For each system, Service Provider will provide a narrative covering purpose, primary functions, key components, data flows, external integrations, user roles, data classification, and security and backup processes.

Additional Systems (Optional)

Payment Terms

In consideration for the services provided under this Agreement, Client shall pay Service Provider fees in accordance with the terms below. All amounts are stated in United States dollars unless otherwise specified.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above after written notice. Termination shall not relieve Client of the obligation to pay for services performed and accepted prior to the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" includes non-public business, operational, technical, and security information, system diagrams, data classifications, and any information labeled or reasonably understood to be confidential. Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to third parties except as permitted by this Agreement, and (iii) use it only to perform its obligations hereunder.

Notwithstanding the foregoing, Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was known to the receiving party prior to disclosure, or is rightfully obtained from a third party not under an obligation of confidentiality.

Data Protection and Security

Service Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the size, complexity and sensitivity of the systems and data described herein. Such safeguards shall include access controls, encryption for sensitive data at rest and in transit where applicable, backup and recovery procedures, and incident response processes. Service Provider will notify Client promptly of any security incident materially affecting Client data.

Governing Law

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

Representations and Warranties; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement and perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER EXPRESS OR IMPLIED WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

Entire Agreement

This Agreement, including all exhibits and schedules and any statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices must be in writing and delivered to the contact addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor entity in connection with a merger or sale of substantially all assets.

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