Business Improvement Plan BIP

Business Improvement Plan BIP

Client Name:   Consultant / Provider:

Effective Date:   Plan Reference Number:

Recitals

WHEREAS, Client seeks to improve specified business operations, revenue streams, operational efficiencies, or customer experience metrics described in this Business Improvement Plan BIP; and

WHEREAS, Provider represents that it possesses the experience, personnel, and methodology to evaluate current operations, propose targeted improvements, and implement recommended measures in accordance with the Scope of Work set forth below; and

WHEREAS, the parties desire to set forth their respective obligations, deliverables, schedule, payment terms, confidentiality obligations, and other material terms in this Agreement.

Scope of Work

Provider shall perform the services and deliverables described below. Provider shall deliver written reports, recommendations, and implementation support as necessary to accomplish the objectives stated in this Plan.

Performance Metrics and KPIs

The parties agree that the following metrics shall be used to measure success. Provider shall report performance against these KPIs at intervals set forth in the Reporting Schedule.

Payment Terms

Compensation for Provider's services shall be as follows. Unless otherwise agreed in writing, fees are exclusive of taxes and reimbursable expenses that are pre-approved by Client.

Overdue payments shall accrue interest at the lesser of (i) the maximum rate permitted by applicable law or (ii) . Client shall also reimburse Provider for reasonable collection costs.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the completion of services or until terminated in accordance with this section.

Start Date:   End Date or Expected Completion:

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Termination for material breach shall be effective upon written notice if the breach remains uncured after a reasonable cure period of days.

Confidentiality

For the purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (i) is or becomes public through no breach of this Agreement; (ii) was known to the recipient prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the recipient without use of or reference to the discloser's Confidential Information.

Receiving party shall use Confidential Information solely for performance under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Upon request or upon termination of this Agreement, receiving party shall return or destroy Confidential Information as directed by the disclosing party.

Liability and Insurance

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid or payable to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. Each party shall maintain commercially reasonable insurance coverage appropriate to its obligations hereunder.

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 law principles.

Entire Agreement; Amendments

This document, together with any exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Dispute Resolution

The parties agree to attempt to resolve disputes first through good faith negotiation between executives. If unresolved within 30 days, the parties may pursue any remedy available at law or equity in courts located in the state specified in the Governing Law section.

Additional Provisions

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