Business Use Case CU

BUSINESS USE CASE CU

Parties

This Business Use Case Agreement (the Agreement) is entered into as of (Effective Date) between , a business organized as , with principal place of business at (Provider), and , located at (Client).

Recitals

WHEREAS, Provider possesses experience and capabilities in developing, documenting, and implementing business use cases, workflows and related technical and operational requirements applicable to Client's business operations; and

WHEREAS, Client desires to retain Provider to prepare and deliver a Business Use Case and supporting materials described herein for the purposes of evaluating, piloting, or implementing the use case within Client's operations; and

WHEREAS, Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

Scope of Work

Provider will deliver the deliverables described above, including a written use case document, process flow diagrams, a high-level data model, a risk and controls assessment, and an implementation considerations memorandum (Deliverables). Timeframes, milestones and acceptance criteria for each Deliverable shall be set forth in writing and agreed by both Parties prior to commencement of work.

Payment Terms

Client shall pay Provider for the Services in accordance with the following terms.

Any amount not paid when due shall accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law, calculated daily and compounded monthly. Client shall also be responsible for Provider's reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement commences on the Effective Date and shall continue in effect until , unless earlier terminated under this Section.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party as set forth above. Either Party may also terminate immediately for material breach by the other Party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and accepted prior to termination.

Confidentiality

Each Party shall treat as confidential and shall not disclose to any third party nor use for any purpose other than performance under this Agreement any non-public information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the receiving Party; (b) was in the receiving Party's lawful possession prior to the disclosure and had not been obtained directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

The receiving Party shall protect Confidential Information of the disclosing Party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The Parties agree that monetary damages may be insufficient to remedy a breach of this Section and that the disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Warranties and Liability

Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF PROVIDER SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles.

Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work executed by the Parties, 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 oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the other Party's prior written consent, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above or such other addresses as a Party designates in writing.

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