Implementation Closure Document

Implementation Closure Document

Parties and Project Identification

Effective Date:

Recitals

WHEREAS, Client engaged Service Provider to perform the implementation, configuration, testing and delivery of the Project set forth above under the terms of an existing Agreement between the parties; and

WHEREAS, Service Provider has completed the defined deliverables, performed system acceptance activities, and provided required documentation, training and transition materials as described in the Scope of Work below; and

WHEREAS, the parties intend by this Implementation Closure Document to evidence final acceptance, close out the implementation phase, set out post-implementation obligations, and establish the basis for final billing and release of related warranties and retainers.

Scope of Work and Deliverables

Describe the final scope completed, including deliverables accepted by Client, modules deployed, and services performed. Include tie‑ins to milestones and any agreed change orders.

Acceptance Status: Client confirms final acceptance of completed deliverables

Payment Terms

The parties agree the final consideration for the implementation phase is set forth below and is payable in accordance with the schedule. Final payment is contingent upon Client's issuance of final acceptance and receipt of a correct final invoice.

Late Payment Fee: % per month on overdue amounts

Term, Termination and Notice

This Implementation Closure Document applies to the implementation phase described above. The implementation phase shall be deemed complete as of the Acceptance Date or upon issuance of this closure document signed by both parties, whichever occurs later.

Implementation Start Date:    Implementation End Date:

Termination / Carryover: Either party may require completion of outstanding items post-closure pursuant to a written change order. Except as expressly set forth in this document, termination rights and remedies remain governed by the primary Agreement.

Confidentiality and Data Handling

All information exchanged in connection with the implementation and post-implementation activities constitutes Confidential Information as defined in the Agreement. Each party shall continue to protect Confidential Information with at least the same degree of care as applied during the implementation and shall not use such information except to perform obligations under this document.

Warranties, Liability and Post-Implementation Support

Service Provider represents that the work performed materially conforms to the agreed specifications at the time of acceptance. Except as expressly provided in the Agreement or this document, all other warranties are excluded to the maximum extent permitted by law.

Governing Law and Dispute Resolution

This Implementation Closure Document shall be governed by and construed in accordance with the laws of:

The parties shall attempt in good faith to resolve any dispute arising from this Closure Document through negotiation. If unresolved, disputes will be resolved in accordance with the dispute resolution provisions of the underlying Agreement.

Entire Agreement and Effect

This Implementation Closure Document, together with the underlying Agreement and any executed change orders expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes any prior oral or written representations specific to the implementation phase.

No amendment to this document will be effective unless made in writing and signed by authorized representatives of both parties.

Final Certifications

By signing below, Client certifies that it has received the deliverables identified in the Scope of Work, that the deliverables materially conform to the agreed specifications, and that the Service Provider has fulfilled its obligations for the implementation phase except as noted in Outstanding Items.

By signing below, Service Provider certifies that final deliverables have been provided, that invoices submitted are accurate to the best of its knowledge, and that any post-implementation obligations are set forth in this document.

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