Business Dashboard Report

BUSINESS DASHBOARD REPORT

Parties and Report Identification

Effective Date:     Report Period Start:     Report Period End:

Recitals

WHEREAS, Client engages Service Provider to compile, analyze and present business performance data in a dashboard format to assist Client in operational and strategic decision-making; and

WHEREAS, Service Provider has access to Client systems, data feeds and authorized personnel necessary to prepare the Business Dashboard Report and accompanying analysis; and

WHEREAS, the parties wish to set forth the scope, deliverables, fees, confidentiality obligations and terms governing the delivery and acceptance of the Business Dashboard Report.

Executive Summary

Dashboard Metrics and Observations

The following metrics reflect the canonical data extracted and normalized by Service Provider for the Report Period. All metrics are accompanied by the underlying source and the extraction timestamp included with the final dashboard files.

Scope of Work

Service Provider shall perform the following tasks for the Report Period in accordance with the timelines and acceptance criteria set forth below. The deliverables will include the dashboard file(s), a PDF report, data extract files, and a summary of methodology and data sources.

Payment Terms

Client shall pay Service Provider the fees set forth below for delivery and acceptance of the Business Dashboard Report. Fees are exclusive of taxes and any third-party licensing costs unless otherwise stated.

In the event of late payment, Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, court costs and related expenses incurred to collect overdue amounts.

Term and Termination

This Agreement commences on the Effective Date and continues until the completion and final acceptance of the deliverables, unless earlier terminated as provided herein.

Term Start:     Term End:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the Notice Period after written notice. Termination for convenience by Client requires payment for work performed through the date of termination and any non-cancellable third-party costs incurred by Service Provider.

Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed by the other party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Service Provider acknowledges that dashboard data, underlying extracts and analysis provided by Client are Client Confidential Information. Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is already rightfully known to the receiving party at the time of disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for performance of its obligations under this Agreement, shall restrict access to those employees and permitted subcontractors who have a need to know, and shall take commercially reasonable measures to prevent unauthorized disclosure.

Ownership and Data Rights

Client retains all right, title and interest in Client data provided to Service Provider. Service Provider grants Client a perpetual, non-exclusive license to use the dashboard deliverables for Client's internal business purposes, subject to Client's payment of all fees. Service Provider retains ownership of methodologies, templates, algorithms and any aggregated anonymized analytics derived from multiple clients, provided such aggregated materials do not contain Client Confidential Information.

Acceptance Criteria

Client shall have ten (10) business days from delivery to review the deliverables and notify Service Provider in writing of any material defects or non-conformities. If Client fails to provide such notice within the review period, the deliverables shall be deemed accepted.

Warranties and Limitations

Service Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE OR DATA ARISING FROM THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT FOR THE SPECIFIC REPORT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes will be resolved by binding arbitration in the county of the governing law state unless the parties mutually agree otherwise.

Entire Agreement

This Agreement, together with all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as either party may designate in writing. Notices shall be deemed given upon receipt.

Acknowledgment

By signing below, the signatories represent and warrant that they are authorized to enter into this Agreement on behalf of the respective parties and that the information contained in this Business Dashboard Report is true and accurate to the best of their knowledge as of the Effective Date.

Sign Now