Business Use Case Chime Template

Business Use Case Chime Template

This Business Use Case Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: , Client Address: , and Service Provider Name: , Service Provider Address: .

RECITALS

WHEREAS, Client operates a business that requires a formalized use case and integration approach to evaluate the viability and operational implications of implementing the Chime-related business process described herein; and

WHEREAS, Service Provider represents that it has the experience, technical capability, and personnel to develop, document, and validate the Business Use Case, including process mapping, success criteria, and implementation considerations; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

The Service Provider will produce the deliverables identified in the Scope of Work, which shall include, at minimum: (a) a documented business use case overview; (b) process flow diagrams; (c) success criteria and measurable KPIs; and (d) a summary of implementation considerations and estimated effort. Any changes to the Scope of Work must be made in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Invoices are payable within the timeframe identified in the Payment Schedule. Overdue amounts shall accrue the Late Payment Fee and may be charged from the date due until paid. Client shall reimburse reasonable out-of-pocket expenses pre-approved in writing. All fees are exclusive of taxes; each party is responsible for its own taxes unless otherwise required by law.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above after receipt of written notice. Either party may terminate for convenience upon the notice period. Upon termination, Service Provider will deliver work in progress and Client will pay for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public, proprietary, or commercially sensitive information disclosed by one party to the other in connection with the Scope of Work. Receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform under this Agreement; and (c) not disclose it to any third party except as required to perform the services or as required by law, provided notice is given if permitted.

Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) is rightfully known by the receiving party prior to disclosure; or (iii) is independently developed without use of the disclosing party’s Confidential Information. Obligations under this clause shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected to the extent permitted by law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous proposals, negotiations, and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties to be effective.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a change of control. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or employment relationship.

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