Business Work Process Document

Business Work Process Document

Parties and Project Identification

Client Name:    Service Provider Name:

Project Name:   Work Order / PO Number:

Recitals

WHEREAS, Client engages Service Provider to define, document, and implement specified business work processes for the Project Name set forth above; and

WHEREAS, Service Provider represents that it has the expertise, personnel, tools, and experience necessary to perform the scope of work described herein and to deliver the agreed deliverables in a timely and professional manner; and

WHEREAS, the Parties desire to set forth their respective duties, responsibilities, payment terms, confidentiality obligations, and other terms governing the work to be performed.

Effective Dates and Term

Effective Date:   Anticipated Start Date:   Anticipated End Date:

Scope of Work

Service Provider shall perform the work described below. The description shall specify process mapping, roles and responsibilities, workflows, standard operating procedures, implementation milestones, acceptance criteria, and training deliverables.

Payment Terms

Total Fee (USD):   Currency:

Late Payment Fee: Service Provider may assess interest on overdue amounts at the rate of or the maximum permitted by law, whichever is lower.

Payment Terms: Invoices are payable within days of invoice date unless otherwise agreed in writing.

Change Orders

Any change to the Scope of Work shall be documented in a written change order signed by authorized representatives of both Parties describing the change, impact on schedule, and any adjustment to fees.

Term and Termination

This Agreement shall commence on the Effective Date set forth above and continue until completion of the Scope of Work or until the Anticipated End Date, unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon prior written notice of days to the other Party. Either Party may terminate immediately for material breach that remains uncured for days following written notice.

Upon termination, Client shall pay Service Provider for all work performed and reasonable non-cancellable commitments incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a Party that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances, including process maps, internal procedures, client lists, pricing, trade secrets, and work products.

Each Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as required by law or to its employees and contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach by the Receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for years, except with respect to trade secrets for which such protection shall continue as provided by applicable law.

Warranties; Limitation of Liability

Service Provider warrants that the services will be performed in a professional 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 SPECIAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve any dispute through negotiation between senior representatives. If unresolved within thirty (30) days, either Party may pursue any remedy available at law or in equity in the courts located in the governing state.

Insurance and Indemnification

Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided. Each Party shall indemnify, defend, and hold harmless the other Party from third-party claims arising from the indemnifying Party's gross negligence or willful misconduct in connection with the performance of its obligations under this Agreement.

Entire Agreement

This Agreement, including all exhibits and signed change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

Administrative Contact Information

Additional Provisions

Sign Now