Benchmark Sign Template

BENCHMARK SIGN TEMPLATE

This Benchmark Sign Template (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client seeks to establish measurable benchmarks for the project identified as Project Name: to evaluate Provider's performance; and

WHEREAS, Provider represents that it has the experience and resources necessary to perform the benchmark work described herein and to deliver objective, documented results; and

WHEREAS, the parties desire to set forth the terms and conditions pursuant to which Provider will perform the benchmark services and Client will accept and compensate for those services.

SCOPE OF WORK

Provider shall perform benchmarking services as described in the scope below. The Scope of Work shall include tasks, testing methodologies, data sources, metrics, and reporting formats necessary to produce the Benchmarks.

MILESTONES

Milestone 1 — Description:

Due Date:

Additional milestones, timing, and related acceptance testing shall be documented in writing and incorporated into this Agreement as attachments when executed by both parties.

PAYMENT TERMS

Client agrees to pay Provider the Total Fee in the amount of USD for the services described herein, subject to the payment schedule below.

Invoices shall be issued by Provider in accordance with the Payment Schedule. Unless otherwise agreed in writing, payments are due within days of invoice date. Overdue amounts shall accrue interest at a late fee of , calculated monthly until paid. Client is responsible for any reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days following written notice. Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party in written, electronic, or oral form that is designated as confidential or that, given the nature of the information or circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information includes benchmarking data, raw test results, methodology not already in the public domain, trade secrets, business plans, and pricing.

Each party shall: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not use the other party's Confidential Information except to perform its obligations under this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is already known by the receiving party without restriction as evidenced by written records prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the Confidential Information. If disclosure is required by law or court order, the receiving party shall provide prompt written notice and cooperate in any lawful effort to limit the disclosure.

The confidentiality obligations set forth in this section shall continue for years following the termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

LIMITED WARRANTIES; LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

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 laws principles. The parties shall first attempt to resolve disputes in good faith through negotiation between senior representatives. If those efforts fail, the parties agree to submit the dispute to jurisdiction of the state and federal courts located in the chosen state.

ENTIRE AGREEMENT

This Agreement, together with any attachments and executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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