Business Incremental Cost Template

BUSINESS INCREMENTAL COST AGREEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client desires to engage Provider to perform certain work, modifications, or services that will cause incremental costs beyond Client's baseline operating budget; and

WHEREAS, Provider has the ability and expertise to perform the described work and has prepared an itemized statement of incremental costs, which the parties intend to incorporate into this Agreement as the basis for payment and indemnity; and

WHEREAS, the parties wish to set forth their agreement with respect to the calculation, approval, invoicing, and payment of incremental costs incurred by Provider in connection with the Scope of Work described below.

Scope of Work

Provider shall perform the work described below. All incremental cost items must be supported by contemporaneous documentation and delivered to Client with each invoice.

Incremental Cost Breakdown

Provide an itemized breakdown of all incremental costs attributable to the Scope of Work. Each line must include a description, quantity or hours, unit cost, and calculated incremental cost.

Quantity/Hours:    Unit:    Unit Cost:    Incremental Cost:

Quantity/Hours:    Unit:    Unit Cost:    Incremental Cost:

Quantity/Hours:    Unit:    Unit Cost:    Incremental Cost:

Quantity/Hours:    Unit:    Unit Cost:    Incremental Cost:

Payment Terms

Client shall pay Provider for all approved incremental costs in accordance with the following payment schedule and invoicing requirements.

Late Payment Fee/Interest:

Invoices: Provider shall submit itemized invoices referencing this Agreement and attaching supporting documentation for incremental costs. Client shall pay undisputed amounts within days of receipt. Disputed invoice items must be raised in writing within days and the parties shall promptly attempt to reconcile such disputes in good faith.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause shall be permitted where the non‑defaulting party provides written notice describing the default and a day opportunity to cure; failure to cure permits immediate termination.

Upon termination, Client shall pay Provider all undisputed incremental costs incurred through the effective date of termination, subject to set‑offs for valid and documented claims.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any nonpublic information disclosed by the other party in connection with this Agreement, including cost breakdowns, pricing methodologies, and commercially sensitive documents (collectively, Confidential Information). Confidential Information does not include information that is or becomes public through no fault of the receiving party, is independently developed by the receiving party, or is required to be disclosed by law or regulation.

The receiving party shall use Confidential Information solely for the performance or enforcement of this Agreement and shall take reasonable measures to protect such information from unauthorized disclosure for a period of three (3) years following disclosure unless a longer statutory period applies.

Governing Law; Remedies

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 agree that monetary damages may be inadequate for breaches of confidentiality and that injunctive relief and specific performance shall be available as equitable remedies in addition to any other remedies at law or in equity.

Entire Agreement and Amendments

This Agreement, including the itemized incremental cost breakdown and any written attachments or amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Representations; Compliance

Each party represents that it has full power and authority to enter into this Agreement and that performance will comply with applicable laws, regulations, and industry standards. Provider further represents that all incremental costs billed hereunder shall be reasonable, properly allocable to the Scope of Work, and supported by documentation upon Client's request.

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