Business Use Case UPC

Business Use Case UPC

This Business Use Case UPC Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

Whereas

WHEREAS, Provider is engaged in the development, documentation and implementation of business use cases, including technical and operational specifications for product identifier integration and tracking; and

WHEREAS, Client desires Provider to prepare and deliver a Use Case for the UPC identified as UPC Code: to define business requirements, acceptance criteria, and deployment readiness for Client's internal use and downstream partners; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform the services described herein and Client will compensate Provider.

Scope of Work

Provider shall perform the services described in this Scope of Work. Provider's obligations include preparation of a formal Use Case Document for the UPC, stakeholder interviews, functional and non‑functional requirements, data mappings, process flows, test scenarios, and an implementation checklist. Deliverables will be provided in electronic format unless otherwise agreed in writing.

Payment Terms

In consideration for the services performed, Client shall pay Provider the fees set forth below. All amounts are stated in United States dollars and are exclusive of taxes unless otherwise required by law.

All undisputed invoices are due and payable within days of invoice date. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, for overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Additionally, either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred up to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes business plans, technical data, trade secrets, customer lists, pricing, and other non-public information disclosed in connection with the Use Case. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is received by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify in writing that it has done so, except where retention is required by law or reasonable record‑keeping practices.

Intellectual Property & Use of Deliverables

Provider retains ownership of any pre-existing intellectual property, methodologies, templates and tools used in performing the services ("Provider IP"). Upon full payment of fees due hereunder, Provider grants Client a non-exclusive, royalty-free, perpetual license to use the Deliverables prepared specifically for Client under this Agreement for Client's internal business purposes. Provider retains the right to reuse general knowledge and expertise acquired in performing the services, provided no Confidential Information is disclosed.

Representations; Warranties; Limitation of Liability

Each party represents that it has authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE 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 of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments, 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 written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Execution

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or scanned signatures shall be deemed original signatures for all purposes.

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