Business DACC Template

Business DACC Template

RECITALS

WHEREAS, Client Name: is engaged in business and desires to obtain data analytics, advisory, and consulting services; and

WHEREAS, Contractor Name: represents that it has the expertise, personnel, and resources to perform the services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

PARTIES AND CONTACTS

SCOPE OF WORK

Contractor shall perform the services described below (the "Services") in a professional manner consistent with industry standards. The Services include data acquisition, cleaning, modelling, dashboard development, and advisory deliverables as further specified.

DELIVERABLES AND ACCEPTANCE

Deliverables shall be provided in the form and on the schedule set forth in the Detailed Scope. Client will have a reasonable review period of days after delivery to accept or provide written comments. Acceptance shall occur upon written confirmation or deemed acceptance if no material defects are reported within the review period.

PAYMENT TERMS

Compensation: Client shall pay Contractor a total fee of $ for the Services, subject to the schedule below.

Invoices are due upon receipt and payable in United States dollars. A late fee of shall apply to unpaid amounts; interest accrues thereafter at the lesser of the stated late fee or the maximum rate allowed by law. Client shall reimburse reasonable, preapproved out-of-pocket expenses within thirty (30) days of invoice.

Taxes: Fees are exclusive of taxes. Client is responsible for any applicable taxes, except taxes based on Contractor's net income.

TERM AND TERMINATION

Effective Date: . Termination Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation and fails to cure within thirty (30) days after receipt of notice. Upon termination, Client shall pay Contractor for Services performed and approved expenses through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes business plans, data, models, code, reports, and client lists.

Obligations: Receiving Party shall (a) use Confidential Information only to perform under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information except to those employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein.

Exclusions: Confidential Information does not include information that is (i) publicly known without breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed by the Receiving Party without use of Confidential Information, or (iv) required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates to seek a protective order.

Return: Upon termination or written request, Receiving Party shall promptly return or destroy Confidential Information and provide written certification of such destruction upon request.

INTELLECTUAL PROPERTY AND DATA

Ownership: Unless otherwise agreed in writing, Contractor retains ownership of preexisting methodologies, models, tools, and know-how. Deliverables specifically prepared for Client under this Agreement shall be owned by Client upon full payment, subject to Contractor's retained rights in its preexisting materials and underlying intellectual property.

License: Contractor grants Client a non-exclusive, non-transferable license to use Contractor-owned deliverable components solely for Client's internal business purposes. Contractor may reuse general lessons learned and generic methodologies for other clients provided no Confidential Information of Client is disclosed.

WARRANTY; LIMITATION OF LIABILITY

Warranty: Contractor warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. The foregoing is the exclusive warranty and is in lieu of all other warranties, express or implied.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages.

NOTICES

All notices required under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized overnight courier, and shall be effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly through designated representatives; if unresolved within forty-five (45) days, disputes may be submitted to binding arbitration in the agreed forum unless otherwise required by law.

ASSIGNMENT

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, provided that either party may assign to an affiliate or in connection with a sale of substantially all its assets or equity without such consent.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments, 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 amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. Severability: If any provision is held invalid, the remainder shall remain in full force and effect.

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