Operational Process O2C IO

Operational Process O2C IO

This Operational Process O2C IO Agreement ("Agreement") is entered into as of Effective Date: by and between:

Service Provider Name: , Service Provider Address:

Client Name: , Client Address:

WHEREAS

WHEREAS, Service Provider is engaged in the design, implementation and operational management of order-to-cash processes (O2C) and possesses experience, personnel and systems necessary to provide Operational Process O2C IO services to Client;

WHEREAS, Client desires to engage Service Provider to perform the O2C IO operational activities and process controls described in this Agreement, and Service Provider agrees to perform such services under the terms and conditions set forth herein;

WHEREAS, the parties intend for this Agreement to define scope, deliverables, performance metrics, payment terms and confidentiality protections necessary to govern the relationship.

SCOPE OF WORK

Service Provider shall perform Order-to-Cash Inbound/Outbound (O2C IO) operational services including, but not limited to: order intake and validation, credit verification, billing and invoicing, cash application, collections management, dispute handling, reconciliations, reporting and controls required to maintain accurate accounting and timely cash receipt. Specific deliverables and acceptance criteria are set forth below and in any attached schedules.

PAYMENT TERMS

Total Contract Amount: $ . Payments shall be made in accordance with the schedule below.

Invoices shall be issued by Service Provider in accordance with the schedule above and are payable within calendar days of receipt unless otherwise agreed in writing. All payments shall be made in the currency specified in the invoice.

Late Payment Fee: Any undisputed amount not paid when due shall accrue interest at the lesser of (a) a rate of percent per month, compounded monthly, or (b) the maximum rate permitted by applicable law. In addition, Service Provider may charge a fixed late fee of $ for administrative costs incurred as a result of late payment.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party with at least days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all work in progress and final deliverables for which Client has paid; Client shall pay Service Provider for all accrued services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, relating to business operations, processes, customer data, pricing, contracts, technical data and other information reasonably understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully in the recipient's possession prior to disclosure; or (c) is independently developed by the recipient without use of the discloser's Confidential Information.

Each party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement; (ii) restrict disclosure to its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) exercise at least the same degree of care in protecting the other's Confidential Information as it uses to protect its own similar confidential information, but no less than reasonable care.

The obligations in this section shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

DATA SECURITY AND AUDIT

Service Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the nature of the data processed under this Agreement, including access controls, encryption where appropriate, logging and incident response procedures. Upon reasonable notice and during normal business hours, Client may audit Service Provider's compliance with applicable security obligations; such audits shall be subject to confidentiality protections, and any findings shall be addressed pursuant to a mutually agreeable remediation plan.

INVOICING CONTACTS

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt to resolve any dispute arising under this Agreement through good faith negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration before a single neutral arbitrator in a mutually agreed location; judgment on the award may be entered in any court having jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

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