Business Workflow Form WFD

Business Workflow Form WFD

This Business Workflow Form WFD and accompanying services agreement (the Agreement) is entered into by the parties identified below as of Effective Date: .

Parties

Recitals

WHEREAS, the Client operates business operations requiring a defined workflow for the identified process and desires to engage the Service Provider to design, implement and maintain that workflow under the terms set forth herein;

WHEREAS, the Service Provider represents that it has the personnel, technical capability and experience to perform workflow design, configuration, testing, training and limited operations support described in this Agreement;

WHEREAS, the parties wish to reduce their understandings and obligations to writing and to set forth the scope, payment, confidentiality and termination terms applicable to the workflow engagement.

Scope of Work

The Service Provider shall perform the services and deliverables described below. All services will be performed in a professional manner consistent with industry standards.

Workflow Details

Payment Terms

Compensation: Client shall pay the Service Provider the total amount of $ for the services described herein, subject to the payment schedule below.

Late Payment: Any undisputed amount not paid within days after invoice date shall bear interest at % per month (or the maximum permitted by law, if lower).

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice at least days prior to the intended termination date. Upon termination, Client will pay for all work performed and reasonable close-out costs.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose to third parties any Confidential Information of the other party (the Disclosing Party). Confidential Information includes workflow designs, internal procedures, templates, data, and all materials expressly identified as confidential.

The obligations of confidentiality shall continue for years from the date of disclosure, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. Receiving Party shall return or destroy Confidential Information upon written request of the Disclosing Party.

Parties acknowledge that workflow documentation marked "Confidential" shall be treated as Confidential Information under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: , without regard to choice-of-law principles that would apply the law of another jurisdiction.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

Independent Contractor: The Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency between the parties.

Entire Agreement

This Agreement, together with all attachments and referenced scopes of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, warranties and agreements, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

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