Conversion Schedules Template

CONVERSION SCHEDULES TEMPLATE

Parties

Recitals

WHEREAS, Client and Service Provider (collectively, the Parties) desire to establish a defined set of conversion schedules and methodologies to convert existing data, units, records, or formats (Conversion Schedules) necessary to effectuate transitions between systems, reporting standards, or unit conventions; and

WHEREAS, Service Provider has represented that it possesses the expertise, personnel, and tools necessary to prepare, document, and implement conversion mappings, conversion rules, and validation procedures in accordance with the terms set forth in this Agreement effective as of .

WHEREAS, the Parties desire to reduce to writing the obligations, schedule items, acceptance criteria, payment terms, and confidentiality protections applicable to the Conversion Schedules described herein.

Scope of Work

Service Provider shall prepare and deliver Conversion Schedules that (a) identify each source element to be converted, (b) specify the target element or unit, (c) define the conversion rule or formula, and (d) document validation and acceptance procedures. Conversion Schedules shall be delivered in the form(s) and on the dates set forth below and in any appended schedule attachments.

Conversion Schedule

The table below sets forth the initial conversion items. Each row constitutes a discrete schedule entry and shall include the conversion rule, effective date, and any special handling or acceptance criteria. Additional rows may be appended and incorporated by reference upon mutual written agreement.

Payment Terms

Client shall pay Service Provider for services rendered under this Agreement in accordance with the following fee structure. Unless otherwise agreed in writing, all fees are exclusive of applicable taxes and costs.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs and expenses incurred by Service Provider in recovering overdue amounts.

Term and Termination

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

Start Date:     End Date:

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within the notice period set forth below following written notice. Either Party may also terminate for convenience upon providing the notice period specified below.

Confidentiality

Each Party agrees that Confidential Information disclosed by the other Party in connection with the Conversion Schedules shall be used solely for the performance of this Agreement. Confidential Information shall include conversion mappings, algorithms, validation procedures, sample data sets, and business processes. Each Party shall exercise at least the same degree of care to protect the other Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality shall not apply to information that (a) is or becomes publicly available without breach of this Agreement, (b) was lawfully in the receiving Party's possession prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is required to be disclosed by law or valid legal process, provided the disclosing Party is given prior notice when permitted and assistance in limiting the disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement, subject to any mandatory forum limitations imposed by applicable law.

Entire Agreement

This Agreement, including any Conversion Schedules and 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, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

The Parties acknowledge that the Conversion Schedules may be updated by mutual written agreement and that updated schedules, when signed or otherwise accepted in writing by both Parties, shall be incorporated into this Agreement.

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