Business Use Case Crossroads Template

Business Use Case Crossroads Template

This Business Use Case Crossroads Template (the "Agreement") is made and entered into as of by and between:

RECITALS

WHEREAS, Client requires a business use case analysis and pathway assessment at a strategic crossroads to evaluate alternate product, market, or operational scenarios (the "Use Case"); and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to prepare, analyze, and present findings, recommendations, and implementation considerations for the Use Case; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver such analysis and related services to Client.

SCOPE OF WORK

Provider shall perform the services described below and shall deliver the specified deliverables in accordance with the schedule and acceptance criteria set forth in this Agreement. Provider shall exercise commercially reasonable efforts, professional skill, and due care in performing the Scope of Work.

PAYMENT TERMS

Client shall pay Provider for the services described in the Scope of Work in accordance with the terms set forth below. All payments are due in US dollars unless otherwise agreed in writing. Provider shall invoice Client in accordance with the schedule below and Client shall pay undisputed invoices within the specified payment period.

Provider shall submit invoices to Client at the address set forth above. If Client disputes all or any portion of an invoice in good faith, Client shall notify Provider within ten (10) calendar days of receipt and the parties shall promptly attempt to resolve the dispute. Undisputed amounts shall remain due and payable according to the invoice terms. Late payments shall accrue the Late Payment Fee specified above and, in addition, Provider may suspend performance upon ten (10) days' prior written notice for amounts more than thirty (30) days past due, without limiting other remedies.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the number of days set forth in the Termination for Convenience field above. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay Provider for services properly performed and expenses properly incurred through the effective date of termination. Upon termination, Provider shall deliver any work in progress and Client shall pay all undisputed amounts due for work performed through the termination date.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") 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. Confidential Information includes, without limitation, business plans, financial information, customer data, technical specifications, analyses, and other proprietary information relating to the Use Case and the parties' businesses.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for the performance of its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is: (i) or becomes publicly known through no breach of this Agreement 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 law, provided the Receiving Party gives the Disclosing Party prompt written notice to permit the Disclosing Party to seek protective measures.

The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, for which the Receiving Party's duty of confidentiality shall continue for as long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, non-transferable license to use the deliverables produced under this Agreement for Client's internal business purposes. Provider shall retain ownership of its pre-existing intellectual property, methodologies, tools, templates, and know-how. To the extent that Provider incorporates any of its pre-existing materials into a deliverable, Provider grants Client a perpetual, royalty-free license to use such incorporated materials solely as embedded in the delivered product.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, including lost profits or lost business opportunities, arising out of or related to this Agreement, even if advised of the possibility of such damages. Provider's aggregate liability for any claim arising from or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties, commitments, and agreements, whether written or oral. No modification or waiver of any provision of this Agreement 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 shall be deemed given when delivered personally, sent by overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses provided in this Agreement or to such other address as either party may designate by notice to the other.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between them. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of all or substantially all of its assets.

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