Business CSM Document

Business CSM Document

Parties

Recitals

WHEREAS, Client desires to retain Service Provider to perform customer success management, account coordination, and related professional services supporting Client’s commercial customers; and

WHEREAS, Service Provider represents that it has the personnel, expertise, and systems necessary to perform such services and is willing to provide such services subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

Effective Date

This Agreement is effective as of (the Effective Date).

Scope of Work

Service Provider shall provide Customer Success Management services as described below. The Parties intend that the Scope of Work be specific and measurable; any material change to the Scope of Work will require a written amendment signed by both Parties.

Payment Terms

In consideration for the services described in this Agreement, Client shall pay Service Provider the fees and reimbursements set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted by Service Provider to Client in writing and are payable within days of receipt, unless otherwise agreed in writing. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Service Provider may suspend performance upon 10 days' written notice following a material payment default.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for cause if the other Party materially breaches any provision and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one Party to the other, whether in written, oral, electronic or other form, 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.

Receiving Party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for the performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was known by Receiving Party prior to disclosure, as evidenced by written records, (c) is rightfully obtained by Receiving Party from a third party without restriction, or (d) is independently developed by Receiving Party without use of Confidential Information. Upon termination of this Agreement, Receiving Party shall return or destroy Confidential Information as requested by Disclosing Party and certify such destruction upon reasonable request.

The obligations under this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets and customer lists shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property & Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing materials, methodologies, templates, software, and tools ("Background Materials") used in performing services. Client is granted a non-exclusive, non-transferable license to use any deliverables delivered under this Agreement for its internal business purposes. To the extent any deliverable incorporates Background Materials, Service Provider grants Client only a limited license to use such Background Materials solely as integrated in the deliverable. Each Party shall retain ownership of its intellectual property rights.

Indemnification & Limitation of Liability

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

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 a Party may designate by notice. Notice is effective upon receipt when delivered personally, by certified mail, or by reputable overnight courier.

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 law principles. The Parties submit to the exclusive jurisdiction of the courts located within that State for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

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

Miscellaneous Provisions

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. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign to a successor in connection with a sale of substantially all of its assets or a merger.

The Parties acknowledge that they have read and understand this Agreement and that they are authorized to execute this Agreement on behalf of the respective Parties.

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