Business Dimensions Template

Business Dimensions Template

This Business Dimensions Template (the Agreement) is entered into by and between Client Name: and Provider Name: (collectively, the Parties) as of Effective Date:

RECITALS

WHEREAS, Client conducts business in the field of and requires certain services and business dimension assessments; and

WHEREAS, Provider represents that it has the expertise to deliver the services described herein, including measurement, reporting, and advisory services related to business dimensions such as organizational size, operational metrics, and financial indicators; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider.

SCOPE OF WORK

Provider shall perform the services described below. The scope shall include collection, analysis, and reporting of business dimensions, as well as recommendations based on measured metrics.

PAYMENT TERMS

Compensation for the services shall be as follows. Fees are exclusive of applicable taxes unless otherwise stated.

Late Payment: Any undisputed amount not paid within days of the due date shall incur a late fee of % per month, compounded monthly, or a flat fee of , whichever is greater.

TERM AND TERMINATION

Term: 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 convenience upon days' prior written notice. Either Party may terminate immediately for material breach by the other Party if such breach remains uncured for a period of days after written notice of such breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one Party (Discloser) to the other Party (Recipient), whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given its nature.

Obligations: Recipient shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to Recipient's employees, affiliates, or contractors who have a need to know and who are bound by obligations of confidentiality no less protective than those in this Agreement.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach by Recipient; (ii) rightfully received from a third party without restriction; (iii) independently developed by Recipient without use of Discloser's Confidential Information; or (iv) required to be disclosed by law, provided Recipient gives Discloser prompt notice and cooperates to seek a protective order.

INTELLECTUAL PROPERTY AND DATA

Ownership: Unless otherwise agreed in writing, Client shall retain ownership of pre-existing Client materials and final deliverables produced specifically for Client upon full payment; Provider retains ownership of Provider's pre-existing materials, methodologies, and tools. Provider grants Client a non-exclusive, non-transferable license to use Provider-owned deliverables solely for Client's internal business purposes.

WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNITY

Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. EACH PARTY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY FROM THIRD-PARTY CLAIMS ARISING FROM ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. Any amendment or modification must be in a writing signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Notices: Notices must be in writing and delivered to the addresses of the Parties on record or to the contact information designated by each Party in writing.

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