Service Design Document

SERVICE DESIGN DOCUMENT

RECITALS

WHEREAS, Client Name: desires to engage Service Provider Name: to design and deliver the services described below.

WHEREAS, the parties wish to set forth the scope, deliverables, schedule, payment terms and other material terms governing the design engagement effective as of Effective Date: .

WHEREAS, the parties intend that this Service Design Document together with any incorporated attachments will constitute a binding agreement between the parties with respect to the services described herein.

PROJECT IDENTIFICATION

SCOPE OF WORK

The Service Provider will design, document and deliver the services, design artefacts and outputs described below. Services will be performed in accordance with the timeline and acceptance criteria set forth in this document.

ROLES AND RESPONSIBILITIES

MILESTONES AND SCHEDULE

Insert major milestones, target delivery dates and dependencies. Parties may extend or amend the schedule only by written change order executed in accordance with the Change Control procedure below.

PAYMENT TERMS

The Client will pay the Service Provider for the services described in this document in accordance with the schedule and amounts below. Invoices shall reference the relevant milestone or deliverable and shall be payable within the period specified.

Late payments shall accrue interest at the rate of of the overdue amount per month, or the maximum rate permitted by law, whichever is lower. In addition, Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Service Design Document commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

CONFIDENTIALITY

Each party agrees that all non-public information disclosed by the other party in connection with this engagement that is marked confidential or would reasonably be understood to be confidential (Confidential Information) shall be held in confidence and used solely for the purposes of performing under this Service Design Document. Confidential Information does not include information that is or becomes public through no breach, is independently developed without reference to Confidential Information, or is rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing tools, templates and methodologies. Upon full payment, Service Provider assigns to Client all right, title and interest in and to deliverables that are custom-created for Client under this engagement, excluding Service Provider's underlying tools, know-how and general skills.

LIMITATION OF LIABILITY AND WARRANTIES

Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS DOCUMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS DOCUMENT IN THE PRIOR TWELVE MONTHS, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR IP ASSIGNMENT OBLIGATIONS.

CHANGE CONTROL

Any changes to scope, schedule or price shall be documented in a written change order signed by authorized representatives of both parties. Service Provider shall not be required to perform work outside the agreed scope until a change order is executed.

ASSUMPTIONS AND DEPENDENCIES

GOVERNING LAW

This Service Design Document shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Service Design Document, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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