Business Workflow Process Template

BUSINESS WORKFLOW PROCESS TEMPLATE

This Business Workflow Process Template ("Agreement") is entered into as of Effective Date: by and between Company Name: , with principal address and Service Provider Name: , with principal address .

WHEREAS

WHEREAS, Company requires a defined and repeatable workflow process to ensure consistent delivery of the services, products, or internal operations described herein; and

WHEREAS, Service Provider possesses the experience and resources necessary to design, document, implement, and maintain the workflow process in accordance with the Scope of Work and Acceptance Criteria set forth below; and

WHEREAS, the parties desire to memorialize the workflow, roles, responsibilities, milestones, payment terms, and confidentiality protections applicable to the workflow implementation and ongoing operation.

WORKFLOW IDENTIFICATION

OBJECTIVES

SCOPE OF WORK

The Service Provider shall perform the following tasks and deliverables in accordance with the timelines and acceptance criteria set forth below. The scope includes design, documentation, configuration, testing, training, and transition activities necessary to operationalize the workflow.

WORKFLOW STEPS

The parties will document workflow steps. At minimum, the following initial steps shall be defined:

CHANGE CONTROL

Changes to the documented workflow shall follow the change control process described below. Emergency changes shall be documented and remediated in accordance with the parties' agreed procedure.

PAYMENT TERMS

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted by this Agreement. Confidentiality obligations shall continue for three (3) years following termination of this Agreement, except as to trade secrets which shall remain protected for as long as such information qualifies as a trade secret.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder. Notices required by this Agreement shall be sent to the primary contacts identified above unless otherwise amended in writing.

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