Miscellaneous BOSCARD Traps

Miscellaneous BOSCARD Traps

This General Business Agreement ("Agreement") is entered into as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: seeks certain professional services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience and resources to perform such services and will identify and manage known BOSCARD traps affecting scope and delivery;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

BACKGROUND (B)

OBJECTIVES (O)

SCOPE OF WORK (S)

The Service Provider shall perform the services described below in accordance with this Agreement. Deliverables, milestones and responsibilities are set forth and shall be managed to avoid common BOSCARD traps such as scope creep, conflicting assumptions, and hidden dependencies.

CONSTRAINTS (C) / ASSUMPTIONS (A) / RISKS (R)

DELIVERABLES (D)

COMMON BOSCARD TRAPS — IDENTIFICATION

Select any traps known to the parties at commencement and provide assigned mitigations below.

Scope creep without documented change control
Conflicting objectives between stakeholders
Unrealistic constraints on time or budget
Ambiguous or unstated assumptions
Hidden technical or third-party dependencies

PAYMENT TERMS

Compensation for the services described in this Agreement shall be as follows.

Invoices shall be submitted to the invoiced party and are due within days of invoice date. Late payments shall incur a late fee equal to % per month (or the maximum permitted by law) on the unpaid balance, calculated monthly and compounded.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, the Service Provider shall deliver all completed work and reasonably necessary work-in-progress to permit orderly transition. Client shall pay for all work performed and documented expenses incurred through the effective date of termination, subject to any setoffs expressly permitted by this Agreement.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement. The obligations in this Section shall survive termination for a period of years, or for trade secrets, for so long as protection is available under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both parties.

GENERAL PROVISIONS

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an acquirer of substantially all of its assets or equity. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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