Change Management Clause

CHANGE MANAGEMENT CLAUSE

This Change Management Clause (the "Clause") is incorporated into and forms part of the agreement between the parties executed concurrently herewith. Effective Date: .

Client Name: and Service Provider: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, the Parties intend to manage, document and authorize changes to the scope, price, schedule and deliverables of the underlying engagement in a controlled and auditable manner; and

WHEREAS, the Parties wish to establish the procedures, responsibilities and remedies applicable to proposed changes, including assessment of cost and schedule impacts and formal approval prior to implementation.

SCOPE OF WORK

CHANGE REQUEST PROCEDURE

1. Submission: Any Party may initiate a change by submitting a written Change Request specifying the nature of the change, business justification, proposed effective date, and an initial estimate of cost and schedule impact. Change Requests shall be submitted to Notice Address for the receiving Party.

2. Acknowledgement and Assessment: Receiving Party shall acknowledge a Change Request in writing within business days and provide an initial impact assessment no later than business days after acknowledgement, unless otherwise mutually agreed.

3. Approval: No Change Request shall be implemented until authorized in writing by the designated approver(s). Approver Title: . Where changes affect price or schedule, the Change Request must include a revised price and schedule, and any such revisions shall be incorporated by executing a Change Order signed by both Parties.

CHANGE CONTROL BOARD

The Parties shall establish a Change Control Board (CCB) responsible for review and decision of non-routine Change Requests. CCB membership shall consist of representatives from each Party; meeting frequency: . Emergency changes required to avoid imminent harm may be implemented upon written concurrence of the designated emergency approvers and must be documented as a Change Request within business days following implementation.

IMPACT ASSESSMENT AND COSTS

Each Change Request shall include a written assessment of cost, schedule, resource impact and any changes to acceptance criteria. Cost estimate (if applicable): . Time estimate: .

PAYMENT TERMS RELATED TO CHANGES

Payment schedule for approved Change Orders: . Late payment shall accrue interest at on overdue amounts, or the maximum permitted by law if lower.

TERM AND TERMINATION

This Clause shall commence on the Effective Date above and continue in effect until the termination or expiration of the underlying agreement, unless earlier terminated as provided below. Start Date: End Date (if applicable): .

Either Party may terminate this Clause for material breach if the breaching Party fails to cure such breach within days after written notice. Termination of the underlying agreement shall automatically terminate this Clause, except that obligations surviving termination (including confidentiality and payment of approved Change Orders) shall remain in effect.

CONFIDENTIALITY

Each Party shall maintain in confidence all information disclosed in connection with Change Requests and Change Orders that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information which is publicly known through no fault of the receiving Party or is rightfully received from a third party without restriction. The receiving Party shall use confidential information solely to evaluate and implement Change Requests and shall not disclose such information except to employees, contractors or advisers who need access to perform the Change and who are bound by confidentiality obligations no less protective than those set forth herein.

GOVERNING LAW; DISPUTE RESOLUTION

This Clause shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Except for injunctive relief, disputes arising under this Clause shall be resolved as set forth in the dispute resolution provision of the underlying agreement; if no such provision exists, Parties agree to submit the dispute to binding arbitration in the county of the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Clause, together with the underlying agreement and any executed Change Orders, constitutes the entire agreement of the Parties with respect to change management and supersedes all prior oral or written representations and agreements on that subject. No amendment to this Clause shall be effective unless made in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Clause is held invalid or unenforceable, the remainder will remain in full force and effect. Neither Party may assign its rights or obligations under this Clause without the prior written consent of the other Party, except to an affiliate or in connection with a sale of substantially all assets or a merger.

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