Audience Experience Improvement Plan

AUDIENCE EXPERIENCE IMPROVEMENT PLAN

Client Name:    Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client operates events, programs, or platforms for the purpose of attracting and engaging audiences and seeks to improve measurable audience experience outcomes through service, design, and operational changes; and

WHEREAS, Service Provider possesses expertise in audience research, experiential design, and operational implementation and has proposed services to assess, plan, and implement improvements to the Client's audience experience; and

WHEREAS, the Parties desire to set forth the scope, responsibilities, payment, confidentiality, and other terms governing the Services to be performed as described below.

PROJECT IDENTIFICATION

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") for the Client. Services include research, design recommendations, prototype testing, staff training, and implementation oversight as necessary to improve measurable audience experience outcomes.

SUCCESS METRICS AND KPIS

The Parties agree to the following measurable indicators to evaluate improvement in audience experience. Service Provider shall report against these metrics at agreed intervals.

ROLES, RESPONSIBILITIES & REPORTING

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of any taxes unless otherwise stated.

TERM AND TERMINATION

The term of this Plan shall commence on and continue until unless earlier terminated as provided herein.

Either Party may terminate for cause upon material breach that is not cured within the notice period. Upon termination, Client shall pay Service Provider for Services performed and approved deliverables delivered through the effective date of termination and for reasonable wind-down costs pre-approved in writing.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall keep confidential and not disclose or use, except for performance under this Plan, any Confidential Information of the other Party. "Confidential Information" means non-public business or technical information disclosed in connection with this Plan, whether oral, written, or electronic, and identified as confidential or that reasonably should be understood as confidential. Confidential Information does not include information that is (i) publicly available at the time of disclosure through no fault of the Receiving Party, (ii) rightfully received from a third party without confidentiality obligations, or (iii) independently developed without use of the disclosing Party's Confidential Information.

The Receiving Party will use reasonable measures to protect Confidential Information, including limiting access to personnel with a need to know and subjecting such personnel to confidentiality obligations at least as protective as those in this Plan. Upon termination, Confidential Information shall be returned or destroyed as directed by the Disclosing Party.

CHANGE CONTROL & ASSUMPTIONS

LIMITATION OF REMEDIES

Except as expressly set forth herein, each Party's sole and exclusive remedy for any breach arising out of this Plan shall be the right to recover actual direct damages; in no event shall either Party be liable to the other for consequential, incidental, special, punitive, or exemplary damages, except for liabilities arising from willful misconduct, gross negligence, or breach of confidentiality obligations.

GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Plan, together with any attachments or statements of work expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Plan is held invalid or unenforceable, the remainder of this Plan will remain in full force and effect. Neither Party may assign its rights or obligations under this Plan without the prior written consent of the other Party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations herein.

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