Assessment Scales Template

ASSESSMENT SCALES TEMPLATE

Client Name:    Client Address:

Provider Name:    Provider Address:

Effective Date:

RECITALS

WHEREAS, Provider is experienced in developing, validating, and licensing assessment scales, scoring methodologies, related documentation, and instructional materials (collectively, the "Assessment Materials");

WHEREAS, Client desires to obtain from Provider certain Assessment Materials and associated services, and Provider is willing to provide such Assessment Materials and services to Client under the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth the scope, delivery, compensation, confidentiality, ownership, and other terms governing their relationship with respect to the Assessment Materials.

SCOPE OF WORK

Scoring Manual Raw Scales Scoring Software / Templates Training / Implementation Support

PAYMENT TERMS

Total Fee (USD): $

Late Payment Fee: . All fees payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be delivered to Client and are due as specified in the Payment Schedule. If Client disputes any portion of an invoice in good faith, Client shall provide written notice of dispute within fifteen (15) days of receipt and pay undisputed amounts pending resolution.

TERM AND TERMINATION

Term Commencement Date: . Term End Date:

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Provider for all services and deliverables performed and delivered up to the termination effective date. Provider shall deliver any completed deliverables and return Client materials as requested, subject to retention of Provider's intellectual property rights as set forth below.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, including but not limited to assessment items, scoring keys, psychometric data, subject responses, business plans, pricing, and other proprietary materials. Confidential Information excludes information that: (a) is or becomes public through no fault of the receiving party; (b) is lawfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) must be disclosed by law or valid legal process, in which case the receiving party shall provide prompt written notice to the disclosing party to permit intervention or protective measures.

The receiving party shall keep the disclosing party's Confidential Information in strict confidence, use at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. All Confidential Information remains the property of the disclosing party.

Breach of this confidentiality obligation will cause irreparable harm for which monetary damages may be inadequate; accordingly, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Assessment Materials, including all copyrights, trade secrets, and other intellectual property rights. Provider grants Client a non-exclusive, non-transferable, limited license to use the delivered Assessment Materials solely for Client's internal business purposes as expressly set forth in this Agreement. Client shall not reproduce, distribute, modify, decompile, create derivative works from, or sublicense Assessment Materials except as expressly permitted in writing by Provider.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost profits. Each party's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved within sixty (60) days, disputes shall be submitted to binding arbitration before a single arbitrator in the county of the Provider's principal place of business, in accordance with the arbitration rules agreed by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and mutually executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor-in-interest in connection with a merger, acquisition, or sale of substantially all assets. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice.

Execution of this Agreement by electronic signature, facsimile, or other electronic means shall be effective and binding.

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