Digital Transformation Plan

DIGITAL TRANSFORMATION PLAN AND SERVICES AGREEMENT

This Digital Transformation Plan and Services Agreement (the Agreement) is entered into on Date: by and between Client Name: (Client) and Service Provider Name: (Provider).

WHEREAS

WHEREAS, Client seeks to modernize business processes, technology stack, and digital capabilities to improve operational efficiency, customer experience, and data-driven decision-making; and

WHEREAS, Provider has the expertise and resources to assess current systems, design a transformation roadmap, implement software and process changes, and assist with organizational adoption; and

WHEREAS, the parties desire to set forth the scope, deliverables, fees, timelines, mutual obligations, and terms governing Provider's engagement in this digital transformation program.

1. SCOPE OF WORK

2. PAYMENT TERMS

All invoices are due within the period specified in Payment Schedule. Overdue amounts bear interest at the Late Payment Fee rate set above, compounded monthly. Provider may suspend services if undisputed invoices remain unpaid thirty (30) days after notice of delinquency.

3. TERM AND TERMINATION

Term Start Date:   Term 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 above following written notice. Termination for convenience by either party requires the notice period above and payment for all services performed and expenses incurred through effective termination date, including reasonably incurred wind-down costs.

4. CONFIDENTIALITY

Each party (Recipient) will hold confidential and not disclose the other party's (Discloser's) Confidential Information except to its employees, contractors or advisors having a need to know and subject to obligations of confidentiality at least as protective as those herein. "Confidential Information" includes non-public business, technical, financial, and customer information, but does not include information that: (a) is or becomes publicly known through no breach by Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient; or (d) is required to be disclosed by law, provided Recipient gives prompt notice and cooperates to limit scope of disclosure.

Recipient acknowledges obligations under this Confidentiality clause and will implement reasonable administrative, technical, and physical safeguards to protect Confidential Information.

5. CHANGE ORDERS

Any changes to scope, schedule, deliverables, or fees will be documented in a written change order signed by authorized representatives of both parties. Provider will not be required to perform work outside the agreed scope until a change order is executed.

6. WARRANTIES; LIMITATION OF LIABILITY

Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the governing law state specified above without regard to conflict of laws principles. Exclusive jurisdiction and venue for disputes will be the courts of that state or federal court located therein, subject to any equitable relief provisions.

8. ENTIRE AGREEMENT

This Agreement, including all schedules and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous negotiations, proposals, and understandings, whether written or oral. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

9. CONTACTS & PROJECT GOVERNANCE

10. PERFORMANCE METRICS & ACCEPTANCE

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