Implementation Plan for Docusign

Implementation Plan for DocuSign

This Implementation Plan (the "Plan") is entered into by the parties identified below and sets forth the scope, schedule, responsibilities, payment terms, and other material terms governing the implementation of the DocuSign electronic signature solution for the Client. Client Name:

Provider Name:

WHEREAS

WHEREAS, Client seeks to implement an electronic signature solution to streamline execution of documents, reduce turnaround time, and improve auditability; and

WHEREAS, Provider represents that it has the experience, personnel and technical capability to deliver a DocuSign implementation, including configuration, integrations, user training and post-implementation support; and

WHEREAS, the parties wish to set forth the responsibilities, deliverables, schedule and payment terms for the implementation project.

1. SCOPE OF WORK

2. PROJECT MANAGEMENT

3. PAYMENT TERMS

Total Implementation Fee:

Invoicing Cycle:

Late Payment Fee (if not paid when due):

4. TERM AND TERMINATION

Effective Date:

Anticipated Completion Date:

Either party may terminate this Plan for material breach if the breach remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Client shall pay Provider for all work performed through the effective date of termination and for any non-cancelable commitments incurred by Provider in connection with the Plan.

5. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Each party shall (a) hold the other's Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations under this Plan, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations consistent with this provision.

Confidentiality obligations shall survive termination or expiration of this Plan for years, except as otherwise required by law.

6. INTEGRATION, CHANGES AND ACCEPTANCE

All changes to scope shall be documented in a written change order signed by authorized representatives of both parties. Change order billing rate or fee adjustment:

7. WARRANTIES AND LIMITATIONS

Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS PLAN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Provider's liability for damages arising out of or related to this Plan shall not exceed the total fees paid by Client to Provider under this Plan during the twelve (12) month period preceding the claim, except in cases of willful misconduct or gross negligence.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Plan, together with any executed statements of work or change orders referenced herein, 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.

10. MISCELLANEOUS PROVISIONS

Notices required under this Plan shall be in writing and delivered to the addresses designated by the parties. If any provision of this Plan is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Plan shall create a partnership, joint venture or agency relationship.

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