Business Workflow Diagram

BUSINESS WORKFLOW DIAGRAM

This Business Workflow Diagram and accompanying Agreement (the Agreement) is entered into as of Effective Date: by and between: Company Name: and Counterparty Name: .

WHEREAS

WHEREAS, Company Name: is engaged in providing business process design and operational services, and Counterparty Name: seeks to document and implement a defined workflow;

WHEREAS, the parties desire to set forth a formal Diagram that identifies actors, steps, inputs, outputs and decision points and to memorialize responsibilities, deliverables and payment for the Diagram and related services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

DIAGRAM REFERENCE

DIAGRAM OVERVIEW

WORKFLOW COMPONENTS (STEPS)

Use the fields below to define each step in the workflow. Identify the actor, inputs, outputs and whether the step contains a decision point.

SCOPE OF WORK

PAYMENT TERMS

Total Amount Due: Currency:

Late Fee: If payment is not received within days after the due date, interest will accrue at per month on the outstanding balance.

TERM AND TERMINATION

Term Commencement Date: Termination / Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause is permitted for material breach that remains uncured after a reasonable cure period.

CONFIDENTIALITY

Each party agrees that all non-public information disclosed by one party to the other in connection with this Agreement, whether written or oral, 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, shall be held in confidence and used solely for the purposes of performing obligations under this Agreement.

Confidentiality Period:

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with the Diagram and any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

NOTICES

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

Remedies: The parties acknowledge that monetary damages may be insufficient to remedy a breach of confidentiality or other injunctive relief may be appropriate; parties retain all rights to seek equitable relief in addition to other remedies.

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