Implementation Plan Template

IMPLEMENTATION PLAN TEMPLATE

This Implementation Plan (the "Plan") is entered into between Client Name: and Contractor Name: (each a "Party" and together the "Parties") as of Effective Date:

WHEREAS

WHEREAS, Client requires implementation services to deploy the systems, processes, deliverables and related services described in this Plan; and

WHEREAS, Contractor has the technical expertise, personnel, and resources necessary to perform the implementation and the Parties desire to set forth their respective responsibilities, milestones, payment terms and governance for such work; and

WHEREAS, the Parties intend that this Plan will govern the performance of the implementation work and that the terms herein shall supplement any underlying Master Agreement between the Parties.

PARTIES AND CONTACTS

SCOPE OF WORK

Contractor will provide implementation services as described below. Contractor shall perform the work in a professional and workmanlike manner consistent with industry standards and the agreed schedule.

PROJECT GOVERNANCE AND ROLES

The Parties will each designate a Project Manager responsible for day-to-day coordination, change requests, status reporting and approval of deliverables.

MILESTONES & TIMELINE

The Parties agree the following milestones, each of which shall include the Deliverable, Responsible Party, and Target Completion Date.

Due Date:    Responsible:

Due Date:    Responsible:

Due Date:    Responsible:

PAYMENT TERMS

Fees payable under this Plan shall be as set forth below. Invoices will reference milestone or deliverable completed as applicable and payment is due in accordance with the schedule.

Payment is due within days of receipt of a valid invoice. Late payments shall accrue interest at % per month, or the maximum lawful rate, and the non-paying Party shall reimburse reasonable collection costs.

TERM AND TERMINATION

This Plan commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate for material breach if the breaching Party fails to cure within days after written notice. Either Party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of obligation to pay for work performed and non-cancellable commitments incurred prior to termination, except as otherwise agreed in writing.

CONFIDENTIALITY

The Parties acknowledge that in connection with the performance of this Plan, each may receive Confidential Information of the other. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving Party shall: (a) use Confidential Information solely for the purposes of performing obligations under this Plan; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to those employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Plan; (ii) was already known by the receiving Party without restriction; (iii) is developed independently without use of Confidential Information; or (iv) is required to be disclosed by law, provided the receiving Party gives prompt written notice and cooperates with reasonable steps to seek protective measures.

The obligations of confidentiality will survive termination of this Plan for a period of three (3) years except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

CHANGE CONTROL

All changes to scope, schedule or cost shall be documented in a written Change Request describing the change, impact on schedule, cost and resources, and shall be effective only when signed by both Parties. Contractor shall not be required to perform changed work without an executed Change Request.

ACCEPTANCE CRITERIA

Client will accept or provide written rejection with reasons within business days of delivery. Failure to provide timely written rejection will constitute acceptance.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor grants Client a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce and modify the Deliverables delivered under this Plan solely for Client's internal business purposes. Contractor retains ownership of its background intellectual property and tools used to create the Deliverables. Any new intellectual property specifically developed for Client and identified as such in a Change Request or Statement of Work shall be owned by Client upon full payment.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of confidentiality, each Party's aggregate liability for any claim arising under or in connection with this Plan shall be limited to direct damages not to exceed the amount of fees paid by Client to Contractor under this Plan in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Plan.

ENTIRE AGREEMENT

This Plan, together with any referenced Statements of Work, Change Requests and the underlying Master Agreement between the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations, representations or agreements, written or oral. Any amendment to this Plan must be in writing and executed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

If any provision of this Plan is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors; nothing in this Plan creates a partnership, joint venture, or agency relationship.

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