Business GU Reports

BUSINESS GU REPORTS AGREEMENT

This Business GU Reports Agreement (the Agreement) is entered into as of between:

RECITALS

WHEREAS, Client conducts business operations that require periodic analysis and reporting of Group Usage metrics, governance indicators, and underlying business unit performance (collectively, the GU Reports); and

WHEREAS, Service Provider possesses expertise, tools, and personnel to prepare, analyze and deliver GU Reports and related recommendations in accordance with the terms set forth in this Agreement; and

WHEREAS, Client desires to engage Service Provider and Service Provider agrees to provide such services on the terms and conditions contained herein.

SCOPE OF WORK

Service Provider shall prepare and deliver Business GU Reports describing methodology, data sources, analysis, findings and actionable recommendations. Deliverables shall include any regular periodic reports specified below, ad hoc analyses requested in writing, and a final summary report on completion of the term.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for performance of the Scope of Work. All fees are exclusive of taxes, which shall be Client's responsibility.

Service Provider shall submit invoices in writing to Client and Client shall pay undisputed invoices within days of receipt.

Overdue amounts shall accrue interest at the lesser of % per month or the maximum permitted by law. In addition, Client shall reimburse Service Provider for reasonable collection and legal costs incurred to collect delinquent payments.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of 15 days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and accepted prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is identified as confidential or that reasonably should be considered confidential given the nature of the information. Confidential Information includes data sets, analysis methodologies, business plans, pricing, and report contents.

Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for so long as the information qualifies as a trade secret under applicable law.

By checking this box, the undersigned party acknowledges and accepts the confidentiality terms set forth in this Agreement.

INTELLECTUAL PROPERTY AND DATA

As between the parties, Client retains ownership of Client data provided to Service Provider. Service Provider retains ownership of pre-existing tools, methodologies and intellectual property used in producing the GU Reports. Subject to Client's payment in full, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use delivered GU Reports for Client's internal business purposes. Service Provider may retain copies of reports for archival and quality control purposes, provided that such copies remain subject to the confidentiality provisions of this Agreement.

LIABILITY AND INDEMNITY

Each party's aggregate liability under this Agreement shall be limited to direct damages up to the total fees paid to Service Provider in the twelve (12) months preceding the claim. Neither party shall be liable for special, incidental, consequential or punitive damages. Service Provider shall indemnify Client for third-party claims arising from Service Provider's gross negligence or willful misconduct; Client shall indemnify Service Provider for third-party claims arising from Client's misuse of reports or Client data.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any statements of work or attachments mutually executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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