Business ARR Document

BUSINESS ARR AGREEMENT

This Business ARR Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Parties and Contact Information

Recitals

WHEREAS, Client operates a business that recognizes Annual Recurring Revenue ("ARR") as a material performance metric and requires professional services to measure, verify, reconcile, and report ARR for internal and external stakeholders; and

WHEREAS, Service Provider has represented that it possesses the technical capability, personnel, and systems necessary to provide ARR management, reconciliation, and reporting services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform such services for Client.

Scope of Work

Service Provider shall perform the services described below (collectively, the "Services"). The Services include measurement and verification of recurring revenue streams, reconciliation of billing and revenue records, preparation of ARR reports, identification of revenue leakage, and recommendations to remediate discrepancies. Services shall be performed in accordance with the standards of care and commercially reasonable practices in the industry.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the amounts and according to the schedule set forth below. All fees are stated in lawful currency and exclude applicable taxes unless otherwise noted.

Invoices not paid within the Payment Terms shall incur the Late Fee set forth above and Client shall also be responsible for reasonable costs of collection, including attorneys' fees. Disputed amounts must be identified in writing within ten (10) days of invoice delivery and the undisputed portion shall remain payable in accordance with the Billing Schedule.

Term and Termination

This Agreement shall commence on Start Date: and shall continue 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 such breach is not cured within Notice Period: days after written notice specifying the breach. Either party may terminate immediately for insolvency, bankruptcy filing, or appointment of a receiver for the other party.

Upon termination, Service Provider shall deliver final reconciliations and reports for work performed through the termination date and Client shall pay for all Services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, financial, technical, or other information disclosed by one party ("Discloser") to the other ("Recipient"), whether oral, written, or electronic, 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.

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

The obligations in this Section shall not apply to information that: (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) was rightfully in Recipient's possession prior to receipt from Discloser; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

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 consent to exclusive jurisdiction and venue in the state and federal courts located within that State.

Independent Contractor; Assignment; Insurance

Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets. Service Provider shall maintain commercially reasonable professional liability and cyber/data protection insurance as appropriate for the Services.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Entire Agreement; Amendment

This Agreement, including all attachments and written statements of work incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Survival

Provisions that by their nature extend beyond termination or expiration of this Agreement, including Payment Terms, Confidentiality, Indemnification, Limitation of Liability, and Governing Law, shall survive such termination or expiration.

Acknowledgment

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, and that the signatory below is authorized to bind the party for which they sign.

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