Business Workflow Template

BUSINESS WORKFLOW TEMPLATE

Client Name:   Address:

Service Provider Name:   Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform business workflow design, documentation, and implementation services as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services and deliverables described herein in a professional manner; and

WHEREAS, the parties wish to set forth their respective duties, performance standards, payment terms, confidentiality obligations, and dispute resolution principles in a written agreement effective as of the Effective Date below.

Effective Date:

SCOPE OF WORK

Description: The Service Provider shall perform the following workflow services. The services include analysis, process mapping, role and responsibility definition, tooling recommendations, implementation planning, and handover to Client operations.

WORKFLOW STEPS

The parties agree the workflow will be implemented in discrete steps. Provide the initial set of steps and responsible parties below. Additional steps may be added by written amendment.

PAYMENT TERMS

Compensation for the Scope of Work will be paid in accordance with the schedule below. All amounts are denominated in U.S. dollars unless otherwise agreed in writing.

Interest:   Additional flat fee:

All payments not received within the period specified in the invoice shall accrue the Late Payment Fee above, and Client shall be responsible for any collection costs and reasonable attorneys' fees incurred by Service Provider to collect unpaid amounts.

TERM AND TERMINATION

This Agreement commences on Start Date and continues until End Date unless earlier terminated in accordance with this section.

Start Date:   End Date:

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within the Notice Period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, 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.

Obligations: The receiving party shall (a) use Confidential Information solely for performance of this Agreement, (b) restrict disclosure to its employees, contractors, and advisors who have a need to know and are bound to confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information from unauthorized use or disclosure with the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by the receiving party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to allow the disclosing party to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law principles. Venue for any dispute shall lie in the appropriate state or federal court in that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including all appendices and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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 merger or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Service Provider shall be solely responsible for withholding and paying all employment-related taxes for its personnel.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, or punitive damages, and each party's aggregate liability shall not exceed the total fees paid to Service Provider under this Agreement during the preceding twelve (12) months.

EXECUTION

The parties, by signing below, acknowledge that they have read, understood, and agreed to the terms and conditions of this Agreement. Each signatory represents that they are authorized to bind the party on whose behalf they sign.

Sign Now