Business Use Case 2O Template

BUSINESS USE CASE 2O TEMPLATE

This Business Use Case Agreement (the Agreement) is made effective as of by and between:

Provider Name: , Address:

Client Name: , Address:

RECITALS

WHEREAS, Provider has experience and expertise in developing and documenting business use cases, technical workflows, and implementation plans for commercial products and services; and

WHEREAS, Client desires to engage Provider to prepare a Business Use Case and related deliverables for the project described below, on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define scope, payment, acceptance criteria and confidentiality obligations applicable to the Use Case engagement.

PROJECT IDENTIFICATION

SCOPE OF WORK

Provider shall perform the services (the Services) described below in accordance with the acceptance criteria and schedule set forth in this Agreement:

PAYMENT TERMS

Client shall pay Provider the fees set forth below for the Services. Fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the rate of % per month or the maximum allowed by applicable law, whichever is less. A minimum late fee of may apply to overdue invoices.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to a desired termination date. Termination for material breach shall be effective immediately if the breach is not cured within the notice period specified above.

CONFIDENTIALITY

"Confidential Information" means any 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. Each party agrees: (a) to hold Confidential Information in strict confidence and to use it only for performance of this Agreement; (b) to restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) to return or destroy Confidential Information upon written request or termination of this Agreement.

The confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by applicable law or valid order of a court or governmental authority, provided the receiving party gives prompt notice and cooperates with any effort to limit such disclosure.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of any pre-existing intellectual property and of methodologies, templates and process documentation used in performing the Services. Client shall receive a non-exclusive, non-transferable license to use deliverables for its internal business purposes upon full payment. Any custom work-for-hire or assignment of rights must be expressly stated and signed by both parties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive venue for any dispute arising under this Agreement shall lie in the courts located in that State.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or breach of confidentiality, neither party shall be liable to the other for indirect, special, incidental or consequential damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid to Provider under this Agreement during the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Sign Now