Work Process Management Document

WORK PROCESS MANAGEMENT DOCUMENT

This Work Process Management Document (the Agreement) is entered into as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Service Provider). Each of Client and Service Provider may be referred to individually as a Party or collectively as the Parties.

Parties and Contact Information

WHEREAS

1. Whereas Client seeks to formalize and optimize the processes by which certain work and deliverables are requested, executed, reviewed and accepted within Client's operations;

2. Whereas Service Provider represents that it has the experience, personnel and methodology to design, implement and manage the workflow, controls, documentation and reporting necessary to meet Client's objectives; and

3. Whereas the Parties desire to set forth the scope, responsibilities, performance standards and commercial terms governing the management of work processes to be provided by Service Provider.

SCOPE OF WORK

Service Provider shall provide the services described below and all associated deliverables in accordance with the terms of this Agreement. The services shall include process mapping, workflow definition, role and responsibility assignments, standard operating procedures, implementation support and periodic performance reporting.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. Except as expressly provided, fees do not include taxes for which Client is responsible.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, payment is due within thirty (30) days of invoice date. Overdue amounts shall accrue interest as specified above and Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

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 material breach by the other Party if the breaching Party fails to cure such breach within Cure Period (days): after receipt of written notice specifying the breach. Client may terminate for convenience upon Notice Period (days): written notice, subject to payment for services performed through the effective date of termination and any non-cancellable third-party commitments.

CONFIDENTIALITY

Each Party (Recipient) shall keep confidential all non-public information disclosed by the other Party (Discloser) that is designated confidential or that reasonably should be understood to be confidential (Confidential Information). Recipient shall not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement and shall 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.

Confidential Information excludes information that (a) is or becomes generally available to the public through no act or omission of Recipient; (b) was known to Recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Discloser's Confidential Information. The obligations of confidentiality survive termination of this Agreement for a period of Confidentiality Term (years):

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property, tools and methodologies. Client shall receive a non-exclusive, non-transferable license to use deliverables solely for internal business purposes upon full payment. Any data provided by Client remains Client's property. Service Provider may use anonymized, aggregated performance data for internal quality improvement and benchmarking subject to this Agreement's confidentiality obligations.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from losses arising from the indemnifying Party's breach of this Agreement, willful misconduct or negligence in performance. Except for liability arising from indemnification obligations, a Party's aggregate liability for direct damages shall not exceed the total fees actually paid under this Agreement in the twelve (12) months preceding the claim. In no event shall either Party be liable for consequential, incidental, special or punitive damages except to the extent finally determined to result from gross negligence or willful misconduct.

CHANGE ORDERS; REPORTING

Changes to scope, schedule or fees shall be made only by written change order signed by authorized representatives of both Parties. Service Provider shall provide periodic status reports and performance metrics as set forth in the Scope of Work. Failure to provide routine reports shall not relieve Service Provider of its obligations but may be deemed a material breach if persistent after notice and cure period.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law principles. The Parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within forty-five (45) days, disputes shall be submitted to the courts located in the governing jurisdiction specified below.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and executed change orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior proposals, negotiations and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

The Parties are independent contractors. Neither Party may assign this Agreement without the other Party's prior written consent, except to an affiliate or successor in connection with a merger or sale of substantially all assets. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

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