Business Dynamic Sizing Document

BUSINESS DYNAMIC SIZING DOCUMENT

Parties and Effective Date

This Business Dynamic Sizing Document (the "Agreement") is entered into by and between:

Effective Date:

WHEREAS

WHEREAS, Party A offers scalable business solutions, capacity management and sizing services necessary to support Party B's operations; and

WHEREAS, Party B requires an arrangement that permits dynamic adjustments to service capacity, deliverables and pricing based on agreed sizing metrics; and

WHEREAS, the parties desire to set forth the scope, measurement criteria, pricing and legal terms governing such dynamic sizing relationship.

Scope of Work

Description of Services: The Provider shall perform services as described below, including sizing analysis, provisioning, de-provisioning, and ongoing adjustments to the scale of services in accordance with the sizing metrics and procedures set forth herein.

Dynamic Sizing Metrics and Adjustments

Primary Sizing Metric:

Base Size at Effective Date:    Measurement Interval:

Scaling Formula or Adjustment Methodology:

Effective Date for Adjustments:    Cap or Floor on Adjustments:

Payment Terms

Base Fee or Initial Payment Amount:

Late Fee for Overdue Payments:    Payment Method:

Term and Termination

Initial Term Commencement Date:    Initial Term End Date:

Termination Notice Period:    Early Termination Fee (if any):

Confidentiality

Each party acknowledges that in the course of performance it will receive Confidential Information of the other party. "Confidential Information" means nonpublic business, technical and financial information disclosed in any form. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform obligations under this Agreement; and (c) limit access to employees, contractors and advisors with a need to know who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality Obligations shall survive termination of this Agreement for a period of unless otherwise required by law. Exceptions include information that is demonstrably in the public domain through no fault of the receiving party or independently developed without use of Confidential Information.

Representations; Compliance

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Each party shall comply with applicable laws, regulations and industry standards in performing its obligations.

Liability and Indemnification

Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for incidental, consequential, special or punitive damages. Each party agrees to indemnify and hold harmless the other against third-party claims arising from the indemnifying party's breach of this Agreement or negligent acts in performance.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law rules.

Amendments; Entire Agreement

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral.

Notices

Miscellaneous Provisions

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Waiver: Failure to enforce any right shall not constitute a waiver. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest.

Sign Now