Business Work Method Document

Business Work Method Document

This Business Work Method Document (the "Document") is entered into as of by and between:

Client Name:   Client Address:

Service Provider Name:   Provider Address:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain work and to document the methods, standards, and acceptance criteria for the work described below; and

WHEREAS, Service Provider has represented that it possesses the technical competence, personnel, equipment, and systems necessary to perform the services in accordance with Client's requirements; and

WHEREAS, the parties desire to set out the method of work, deliverables, payment, and other terms that will govern the relationship between the parties for the project described herein.

Scope of Work

Methodology, Personnel, and Subcontracting

Service Provider shall perform the work in accordance with the methods and standards set forth in this Document. Service Provider will ensure personnel assigned to the work are qualified and will supervise all work to meet the agreed standards. The parties acknowledge that reasonable modifications to methods may be necessary to address site conditions or regulatory requirements; any material modification that affects cost, schedule, or acceptance criteria shall be documented and approved as a Change Order.

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains fully responsible for subcontractor performance and compliance with this Document. Service Provider will notify Client of any subcontracting arrangement that would materially affect project confidentiality or security.

Change Orders

All changes to scope, schedule, or price shall be documented by a written Change Order signed by authorized representatives of both parties. A Change Order shall describe the change, basis for adjustment, and any effect on schedule or acceptance criteria. Work performed without a signed Change Order that increases cost shall be at the sole risk of Service Provider and neither party shall be obligated to pay for unauthorized work.

Payment Terms

Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum lawful rate if lower) after a grace period of days. Client will provide written notice of disputed amounts and the parties will promptly meet to resolve billing disputes.

Term and Termination

This Document commences on and, unless earlier terminated in accordance with this section, continues until .

Confidentiality

Each party (the "Receiving Party") will hold in confidence and not disclose to any third party Confidential Information of the other party (the "Disclosing Party"). Confidential Information means non-public information disclosed in any form that is marked confidential or by its nature would reasonably be considered confidential. Confidential Information does not include information that: (a) is or becomes public other than by breach of this Document; (b) was known to the Receiving Party prior to disclosure without confidentiality obligations; or (c) is independently developed without use of the Disclosing Party's Confidential Information.

The obligations in this section will survive termination or expiration of this Document for the period indicated above and with respect to trade secrets for so long as such information remains a trade secret under applicable law.

Intellectual Property

Unless otherwise agreed in writing, all Deliverables created specifically for Client under this Document shall be deemed "work made for hire" and Client shall own all right, title and interest therein upon full payment. Service Provider retains ownership of its pre-existing proprietary materials, methodologies, and tools ("Background IP") and grants Client a non-exclusive, non-transferable license to use Background IP included within the Deliverables solely as necessary to enjoy the Deliverables.

By checking this box, Service Provider confirms assignment of all rights in Deliverables to Client upon full payment (except as reserved above).

Insurance, Indemnity, and Liability

Service Provider will maintain insurance customary for the type of services provided, including commercial general liability and professional liability where applicable. Service Provider shall indemnify and hold harmless Client from third-party claims arising from Service Provider's negligent acts or willful misconduct in performing the Services. Except for willful misconduct or indemnity obligations, each party's aggregate liability for direct damages under this Document shall not exceed the amount paid to Service Provider under this Document in the twelve (12) months preceding the claim.

Compliance and Safety

Service Provider shall comply with applicable laws, regulations, and Client site safety rules. Service Provider will provide necessary safety training and personal protective equipment for its personnel and ensure that work practices minimize environmental and workplace hazards.

Governing Law and Dispute Resolution

This Document shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration in accordance with the parties' selected arbitration rules.

Entire Agreement

This Document, together with any executed Change Orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter, and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

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