Business CMX Template

BUSINESS CMX TEMPLATE

Parties

Service Provider Name:

Client Name:

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing advisory, development, operational and management services related to Customer Management eXperience ("CMX") programs and possesses the experience, personnel and resources necessary to perform such services;

WHEREAS, Client desires to retain Service Provider to perform the services described in this agreement on the terms and conditions set forth herein, and Service Provider is willing to provide such services to Client; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services and deliverables described below. The description shall include workstreams, milestones, acceptance criteria and any required deliverables. Any material change in scope shall require written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider for services performed in accordance with the fees and schedule set forth below. All fees are exclusive of taxes unless otherwise stated.

Fixed Fee Time and Materials Retainer

Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

Confidentiality

Each party (the "Receiving Party") acknowledges that in the course of performance it may receive or have access to confidential, proprietary or trade secret information of the other party (the "Disclosing Party"). The Receiving Party shall: (a) hold such information in strict confidence; (b) use the information solely to perform its obligations under this Agreement; and (c) not disclose such information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's confidential information; or (iv) is rightfully obtained from a third party without restriction.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all confidential information and certify such destruction upon request. The confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets, which shall survive for so long as they remain trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and work product created specifically for Client under this Agreement ("Work Product") shall be deemed a work made for hire and ownership shall vest in Client upon full payment of all fees due. Service Provider shall retain ownership of its pre-existing tools, methodologies, templates and know-how. To the extent Service Provider retains any ownership rights in Work Product, Service Provider hereby grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use such rights for Client's internal business purposes.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to assume control of the defense, provided that the indemnifying party shall not settle any claim that admits fault or imposes non-monetary obligations without the indemnified party's prior written consent.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in the courts located within the jurisdiction specified above.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that performance will not violate any other agreement, and that the individual signing on its behalf is duly authorized to bind that party.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

Entire Agreement

This Agreement, including any attachments or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Severability; Survival

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Provisions that by their nature should survive termination shall so survive, including but not limited to confidentiality, indemnification, payment obligations and ownership of intellectual property.

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