Business-to-Business Process Template

Business-to-Business Process Template

Recitals

WHEREAS, the Service Provider, having expertise in business process design and execution, provides process development, documentation, and implementation services to commercial clients; and

WHEREAS, the Client desires to engage the Service Provider to develop, refine, and transfer specified business processes to improve operational efficiency and compliance in accordance with the terms and conditions set forth in this Agreement.

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

Scope of Work

The Service Provider shall perform the services described below, including the development, documentation, testing and handover of business processes, training of Client personnel, and any agreed follow-up support. The specific tasks, milestones and acceptance criteria are set forth in the Scope of Work field.

Payment Terms

In consideration for the Services, the Client shall pay the Service Provider in accordance with the terms below. All fees are exclusive of taxes unless otherwise stated.

The Client shall pay undisputed amounts by the due date. If the Client disputes an invoice, the Client shall notify the Service Provider in writing within the invoice payment term and pay undisputed portions when due. Late payments shall accrue interest and/or charges as specified above, to the extent permitted by law.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice, or immediately upon written notice for insolvency, bankruptcy, or unlawful conduct materially affecting performance. Termination shall not relieve the Client of its obligation to pay for Services rendered and expenses incurred through the effective date of termination.

Confidentiality

Each party (Recipient) shall hold in confidence all non-public information disclosed by the other party (Discloser) that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information to third parties except to its employees, contractors and advisors who have a need to know and 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 generally available to the public other than through a breach of the Recipient’s obligations, (ii) was rightfully known to Recipient prior to disclosure, (iii) is received from a third party without an obligation of confidentiality, or (iv) is independently developed by Recipient without use of Discloser’s Confidential Information. Notwithstanding the foregoing, Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt notice and cooperates in any lawful attempt to limit disclosure.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing methodologies, tools and intellectual property. Upon full payment, the Service Provider grants the Client a non-exclusive, non-transferable license to use deliverables created specifically for the Client under this Agreement for Client’s internal business purposes. Any third-party materials shall be subject to their applicable licenses and identified in the Scope of Work.

Liability; Indemnity

Each party’s liability under this Agreement shall be limited to direct damages and in no event shall either party be liable for indirect, incidental, special, consequential or punitive damages. The Service Provider shall indemnify the Client for third-party claims arising from gross negligence or willful misconduct of the Service Provider. The Client shall indemnify the Service Provider for claims arising from Client’s use of deliverables in a manner inconsistent with this Agreement.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

Entire Agreement; Amendment

This Agreement, including any Scope of Work attachments and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings and agreements. No amendment or modification shall be effective unless 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 specified above or to such other address as either party may designate in writing, by certified mail, overnight courier, or email with confirmation of receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets. The waiver of any breach shall not constitute a waiver of any subsequent breach.

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