Business Use Case Cymbal Template

Business Use Case Cymbal Template

Parties and Effective Date

This General Business Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client desires to develop, validate, and document a defined business use case for an internal product feature referred to as the Cymbal use case; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform analysis, produce deliverables, and advise on operational integration required for the Cymbal use case; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Provider shall perform the services and produce the deliverables described below. Services shall include research, stakeholder interviews, data analysis, user journey mapping, technical feasibility assessment, a prioritized requirements list, and a final business use case document suitable for executive review.

Payment Terms

Client agrees to compensate Provider in accordance with the fee structure set forth below. All amounts are stated in the currency mutually agreed by the parties.

Invoices submitted by Provider shall be payable within days of receipt. Late payments will incur a late fee equal to the greater of percent per month or flat fee on the outstanding balance.

ACH/Bank Transfer Wire Transfer Check

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing the other party with not less than days prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, and product information disclosed in any form that is designated as confidential or that, by its nature, a reasonable person would understand to be confidential.

Each recipient shall (a) maintain the confidentiality of the discloser's Confidential Information using at least the same degree of care that it uses to protect its own similar confidential information but no less than a reasonable standard of care, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, consultants, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the discloser's Confidential Information, or (iv) is required to be disclosed by law, provided the recipient gives the discloser prompt notice to seek protective treatment.

Intellectual Property; Deliverables

Unless otherwise agreed in writing, Provider grants Client a perpetual, non-exclusive, royalty-free license to use the final business use case deliverables for Client's internal business purposes. Provider retains all right, title, and interest in any Provider pre-existing materials, tools, methodologies, and know-how. To the extent Provider incorporates Client Confidential Information into deliverables, such incorporation does not transfer ownership of Client Confidential Information to Provider.

Warranties and Limitation of Liability

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested).

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between executives with authority to settle the controversy. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, 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 to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties' original intent.

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