Business Transformation Proposal

BUSINESS TRANSFORMATION PROPOSAL

Parties and Proposal Reference

Effective Date:    Proposal Reference No.:

Recitals

WHEREAS, Client seeks to engage Consultant to analyze, redesign, and implement changes to Client’s business operations, organizational structure, technology integration, and processes to achieve defined transformation objectives; and

WHEREAS, Consultant represents that it has the expertise, personnel, and resources necessary to provide professional services to achieve the transformation objectives set forth in this Proposal; and

WHEREAS, the parties desire to set forth the scope, deliverables, fees, schedule and other terms pursuant to which Consultant will perform the services described below.

Scope of Work

Consultant shall perform the services described in this Scope of Work. Services include assessment, design, implementation, change management, training, and handover activities necessary to deliver the agreed transformation outcomes. Specific activities, milestones, and acceptance criteria are set forth below and may be amended by written change order.

Payment Terms

Client agrees to pay Consultant for services and deliverables as follows. Fees are exclusive of applicable taxes unless otherwise stated. Consultant shall invoice Client in accordance with the schedule below and Client shall pay undisputed amounts in accordance with the payment terms.

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay each invoice in full within days of invoice date. Late payments shall bear interest at the lesser of per month or the maximum permitted by law, and Consultant may suspend performance for overdue amounts following five (5) business days’ written notice.

Term and Termination

This Proposal shall commence on the Effective Date and continue until completion of the services or the End Date set forth below, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Proposal for convenience upon written notice to the other party delivered no fewer than days prior to termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Consultant for all services performed and reasonable costs incurred through the termination effective date, and Consultant shall deliver all work in progress to Client.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such Confidential Information except as necessary to perform under this Proposal. Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach by the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations under this confidentiality clause shall survive termination of this Proposal for a period of three (3) years, or for trade secrets for as long as they retain trade secret status under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Consultant shall retain ownership of Consultant’s pre-existing methodologies, tools, templates, and know-how. Upon full payment, Consultant grants Client a non-exclusive, non-transferable license to use project deliverables solely for Client’s internal business purposes. Any third-party software licenses required for implementation shall be the responsibility of Client unless otherwise specified in writing.

Change Orders

Changes to scope, schedule or fees shall be governed by written change orders executed by authorized representatives of both parties. No change will be effective without a signed change order detailing adjustments to scope, deliverables, price, and schedule.

Governing Law

This Proposal and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the state identified below. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes.

Entire Agreement and Miscellaneous

This Proposal, together with any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior negotiations, proposals and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remainder will remain in full force and effect. Neither party may assign this Proposal without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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