Business Transformation Program

BUSINESS TRANSFORMATION PROGRAM AGREEMENT

This Business Transformation Program Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: located at:

and Service Provider Name: located at:

RECITALS

WHEREAS, Client seeks to engage Provider to plan, design and implement a comprehensive business transformation program to improve operational performance, systems integration, and organizational governance; and

WHEREAS, Provider represents that it has the professional qualifications, expertise and personnel necessary to perform the transformation services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Provider will deliver services, deliverables, and change management support as part of the Business Transformation Program.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below. Provider will execute program governance, stakeholder alignment, process redesign, technology enablement, and training as required to meet the objectives agreed by the parties.

PAYMENT TERMS

In consideration for the services and deliverables, Client shall pay Provider the fees set forth below. All amounts are in U.S. dollars unless otherwise specified.

Lump sum upon execution
Monthly retainer
Milestone-based payments tied to deliverables

Unless otherwise agreed in writing, invoices are due Net days from invoice date. Late payments shall accrue interest at (or the maximum rate permitted by law), plus any collection costs reasonably incurred by Provider.

TERM AND TERMINATION

The term of this Agreement shall begin on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure within 30 days after receipt of written notice of such breach. Termination shall not relieve Client of payment obligations for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public information and materials disclosed by the other party (the "Disclosing Party") in connection with this Agreement and shall not use or disclose such Confidential Information except as necessary to perform its obligations hereunder. Confidential Information includes business plans, financial information, technical data, strategies, personnel information, and client lists, but does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without reference to Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, subcontractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as this clause. Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy Confidential Information of the Disclosing Party upon request. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

LIMITED REMEDIES AND INJUNCTIVE RELIEF

Except as expressly provided herein, the parties agree that the remedies available for breach shall be limited to those set forth in this Agreement. Notwithstanding the foregoing, each party agrees that monetary damages may be an inadequate remedy for breach of confidentiality or infringement of intellectual property rights, and that the non-breaching party shall be entitled to seek injunctive or other equitable relief without posting bond or proving actual damages, in addition to other remedies at law or in equity.

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 law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the courts located in that State unless the parties agree in writing to alternative dispute resolution.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, 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 must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the contact information below for each party, and shall be deemed given when delivered personally, sent by overnight courier, or three days after deposit in the U.S. mail, postage prepaid.

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