Business Analytics MSC

Business Analytics MSC

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

Recitals

WHEREAS, Client seeks to engage Service Provider to perform business analytics, data modeling, and advisory services in connection with Client's commercial operations and decision-making processes; and

WHEREAS, Service Provider represents that it possesses the professional expertise, personnel and resources necessary to provide such services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

1. Scope of Work

Service Provider shall provide business analytics services as described below. Services include data ingestion, cleaning, model development, dashboard creation, periodic analysis, and advisory deliverables as may be requested by Client in writing and accepted by Service Provider.

2. Payment Terms

Client shall pay Service Provider for services performed in accordance with the following terms.

Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay invoiced amounts within days of receipt of a properly rendered invoice.

Any past-due amount shall accrue interest at the rate of % per month (or the maximum rate permitted by applicable law, if lower), calculated monthly on the outstanding balance until paid in full. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

3. Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon written notice to the other party at least days prior to the effective date of termination. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments.

Either party may terminate this Agreement immediately on written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination for cause shall be without prejudice to any other remedies available at law or in equity.

4. Confidentiality

"Confidential Information" means non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, forecasts, customer data, and analytics outputs.

Each party shall: (a) use Confidential Information of the other party solely for the performance of this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect the confidentiality of the Confidential Information. The foregoing obligations shall not apply to information that (i) is or becomes generally known to the public through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy all Confidential Information of the other party and certify in writing that it has done so, except as required to be retained by law or internal record retention policies, in which case the information will remain subject to the confidentiality obligations herein.

5. Ownership and Use of Work Product

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, perpetual, worldwide license to use, reproduce and display deliverables and final analytics reports provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing methodologies, tools, models, algorithms, and software (collectively, "Provider Materials"). Provider Materials are licensed, not sold. Client shall not attempt to reverse engineer or re-create Provider Materials.

6. Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES.

7. Compliance, Data Privacy and Security

Each party shall comply with applicable laws and industry standards regarding data protection. Service Provider shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect Client Data from unauthorized access, disclosure, alteration or destruction. Service Provider will notify Client without undue delay of any unauthorized access or data breach affecting Client Data and will cooperate in mitigation and remediation.

8. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, provided that the assignee assumes all obligations hereunder.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

10. Entire Agreement

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

11. Notices

12. Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties acknowledge that they are independent contractors and that nothing in this Agreement creates an employment, joint venture or partnership relationship. Headings are for convenience only and shall not affect interpretation.

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