Implementation Framework Template

IMPLEMENTATION FRAMEWORK TEMPLATE

Parties and Effective Date

This Implementation Framework Template (the "Framework") is entered into by and between Client Name: and Implementer Name: (each a "Party" and together the "Parties") as of Effective Date: .

Recitals

WHEREAS, Client requires the implementation, integration and deployment of the systems, deliverables and services described in this Framework to achieve the objectives set forth herein; and

WHEREAS, Implementer represents that it possesses the experience, personnel and technical capability to perform the services and deliverables under this Framework in accordance with the terms and conditions set forth below; and

WHEREAS, the Parties wish to define roles, responsibilities, milestones, payment terms and governance for the implementation work.

Scope of Work

Roles & Responsibilities

The Parties agree to allocate responsibilities as follows. Project Manager (Client): . Project Manager (Implementer): .

Milestones, Deliverables & Acceptance

Payment Terms

Total Fee: $ . Payment Schedule: .

Late Payment Fee: . Payment is due based on the invoice date and in accordance with the invoice terms above. Payment obligations are independent of acceptance disputes except as expressly set out in the Acceptance Criteria.

Term and Termination

Initial Term Start Date: . Initial Term End Date: .

Either Party may terminate this Framework for convenience upon written notice of days to the other Party. Either Party may terminate immediately for material breach that is not cured within thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of any payment obligations for services performed or deliverables accepted prior to termination.

Confidentiality

Each Party shall maintain in confidence all Confidential Information disclosed by the other Party and shall not disclose such information except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that: (i) is or becomes public without breach of this Framework; (ii) was already known by the receiving Party without obligation of confidentiality; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed by the receiving Party.

Confidentiality Duration (years): years from disclosure.

Intellectual Property

Subject to payment in full, all right, title and interest in and to the Deliverables created specifically for Client under this Framework shall be assigned to Client, except for Implementer's pre-existing intellectual property and open-source components retained by Implementer. The Parties shall document and identify pre-existing materials and third-party components and license terms in the Exceptions field below.

Change Control

Any change to scope, schedule or price shall be managed through a written Change Order executed by authorized representatives of both Parties. Change Orders shall describe the change, impact on schedule, adjustments to fees and any other material consequences. No change shall be binding without an executed Change Order.

Risk Management and Compliance

The Parties shall identify and log risks to scope, schedule, budget and compliance. Implementer shall comply with applicable laws, regulations and industry standards relevant to the services. Client shall promptly notify Implementer of any regulatory requirement that materially affects the deliverables.

Reporting and Governance

Status reporting frequency: . Regular governance meetings will be held at intervals and attendees as agreed by both Parties.

Limitation of Liability and Indemnity

Except for breaches of confidentiality or willful misconduct, the aggregate liability of Implementer for any and all claims arising out of or relating to this Framework shall not exceed $ . Each Party shall indemnify the other against third-party claims arising from its gross negligence or willful misconduct.

Governing Law

This Framework shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

This Framework, together with any executed Change Orders and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral.

Miscellaneous Provisions

Notices under this Framework shall be delivered in writing to the contacts specified above and shall be effective upon receipt. If any provision of this Framework is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign its rights or obligations without the prior written consent of the other Party, except to an affiliate or in connection with a sale of substantially all assets.

Sign Now