Business Use Case UC

BUSINESS USE CASE UC

Parties and Effective Date

This Business Use Case Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between Client Name: (the "Client") and Provider Name: (the "Provider").

Effective Date:

Recitals

WHEREAS, Client requires certain business analysis, structured use-case documentation, and related deliverables to support decision-making, implementation planning and stakeholder alignment for the Project identified below; and

WHEREAS, Provider has represented that it possesses the necessary experience, personnel and technical capability to prepare the Business Use Case and assist the Client in achieving the objectives set forth herein; and

WHEREAS, the parties desire to set forth the terms governing the preparation, delivery, acceptance and payment for the Business Use Case documentation and associated services.

Project Identification

Scope of Work

Provider will perform the services described below and deliver the specified artifacts. Provider's obligations shall include but not be limited to the tasks set forth in the Scope of Work field and the delivery schedule agreed by the parties.

Payment Terms

Client agrees to pay Provider in consideration for the services and deliverables described in this Agreement in accordance with the following terms.

Late Payment: Client shall pay interest on any undisputed overdue amount at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. In addition to interest, Provider may suspend further performance if invoices remain unpaid for more than days after written notice.

Term and Termination

Term: The term of this Agreement shall commence on the Commencement Date and continue until the Completion Date unless earlier terminated under this Agreement.

Commencement Date:

Completion Date:

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination shall not relieve Client of the obligation to pay for services performed and accepted deliverables up to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether oral, written or electronic, 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.

Non-Disclosure: Each party shall (i) hold in confidence and not disclose Confidential Information of the other party to any third party except as expressly permitted herein; (ii) use the Confidential Information solely for the performance of this Agreement; and (iii) restrict access to those 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.

Permitted to disclose to affiliates, employees or contractors bound by confidentiality obligations.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was known to the receiving party prior to disclosure without an obligation of confidentiality, or (c) is independently developed without use of the disclosing party's Confidential Information.

Duration: Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Representations and Warranties

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; Client's exclusive remedy for breach of this warranty shall be re-performance of the deficient services or, if Provider fails to cure within a reasonable period, a refund of fees paid for such nonconforming services.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or bodily injury, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflicts of law principles.

Entire Agreement and Miscellaneous

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, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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