Conversion Schedule Template

CONVERSION SCHEDULE TEMPLATE

PARTIES AND RECITALS

Client Name:    Service Provider:

WHEREAS, Client desires to engage Service Provider to perform conversion services as described herein and in the schedules attached, and Service Provider has the qualifications and experience to perform such services under the terms of this Conversion Schedule;

WHEREAS, the parties intend for this Conversion Schedule to set forth the scope, schedule, payment terms and performance milestones pertaining to conversions to be performed for the Client during the Term; and

WHEREAS, the parties acknowledge that this Conversion Schedule is incorporated into and governed by the Master Services Agreement between the parties, and to the extent of any conflict, the conversion-specific terms herein shall control for matters expressly addressed in this Schedule.

SCOPE OF WORK

Conversion Methodology: The Service Provider shall perform conversions in accordance with the foregoing Description of Conversion Work and the following project approach, testing and acceptance procedures, and quality standards set by the Client and agreed in writing by the Service Provider.

CONVERSION SCHEDULE AND MILESTONES

The parties agree the following conversion milestones, targets and due dates shall govern measurement and payment for conversions. Deviations to any milestone require written approval by authorized representatives of both parties.

PAYMENT TERMS

Total Conversion Fee: $

Late Payment Fee: If any undisputed invoice is not paid within days of the invoice due date, interest will accrue at , or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Conversion Schedule for material breach by the other party that remains uncured for days after written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice.

Effect of Termination: Upon termination, Client shall pay Service Provider for all completed milestones and reasonably incurred, non-cancellable costs attributable to performance up to the effective date of termination. Service Provider will deliver work-in-progress in a reasonably usable electronic format.

CONFIDENTIALITY

Each party shall hold in strict confidence all Confidential Information of the other party and shall not use or disclose such information except as necessary to perform obligations under this Conversion Schedule. "Confidential Information" includes business plans, customer data, conversion metrics, technical processes, and pricing, but excludes information that is or becomes publicly available through no breach by the receiving party or is rightfully received from a third party without restriction.

The obligations under this Confidentiality clause shall continue for years following the termination or expiration of this Conversion Schedule, except for trade secrets which will remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Conversion Schedule shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Venue for any dispute shall lie in the state or federal courts located in the appropriate county of the foregoing state unless otherwise agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

This Conversion Schedule, together with any referenced Master Agreement and any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. Any amendment to this Conversion Schedule must be in writing and signed by authorized representatives of both parties to be effective.

NOTICES

MISCELLANEOUS PROVISIONS

Relationship of Parties: The parties are independent contractors. Nothing in this Conversion Schedule will be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Conversion Schedule without the prior written consent of the other party, except that either party may assign this Conversion Schedule in connection with a merger, acquisition or sale of substantially all of its assets.

Sign Now