Business Systems Document

BUSINESS SYSTEMS DOCUMENT

This Business Systems Document (the "Agreement") is entered into between Client Name: and Service Provider Name: as of the Effective Date set forth below.

WHEREAS

WHEREAS, Client Name: desires to engage Service Provider Name: to analyze, design, implement and maintain business systems, including but not limited to software configuration, process mapping, data migration, and end-user training (collectively, "Business Systems").

WHEREAS, Service Provider represents that it has the professional expertise, personnel and resources necessary to perform the services described in this Agreement in a timely and workmanlike manner.

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other terms governing their relationship.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. Work shall include system assessment, solution design, implementation, testing, documentation and training, and any additional tasks mutually agreed in writing.

PAYMENT TERMS

Compensation to Service Provider shall consist of the following fees and schedule. All amounts are in U.S. dollars unless otherwise stated.

Any undisputed amount not paid within days after the invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is less. Client shall be responsible for reasonable collection costs incurred by Service Provider in enforcing payment obligations.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice describing the breach, provided that certain breaches (including unauthorized disclosure of Confidential Information) may be remedied by injunctive relief and may justify immediate termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business processes, system designs, source code, formulas, strategies, customer lists, and pricing.

Each party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) limit access to Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information shall not include information that: (i) is or becomes publicly available other than by a breach of this Agreement; (ii) was already known to the recipient without restriction at the time of disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the recipient without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law or court order, provided the party gives prompt notice to the discloser and cooperates in any lawful effort to limit disclosure.

GOVERNING LAW

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. Exclusive jurisdiction and venue for any dispute arising under this Agreement shall be in the state or federal courts located within that state, and the parties hereby submit to the personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and written change orders signed by both parties, 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 modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the unenforceable provision with a valid provision that achieves, to the extent possible, the original economic and legal intent.

Sign Now