Business KPI Services

BUSINESS KPI SERVICES AGREEMENT

This Business KPI Services Agreement (the Agreement) is made and entered into as of Day: Month: Year: by and between Service Provider Name: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of analyzing, defining and reporting business key performance indicators (KPIs) and providing advisory services in connection therewith; and

WHEREAS, Client desires to retain Service Provider to perform KPI services described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties intend by this Agreement to set forth their respective obligations, deliverables, fees and confidentiality obligations with respect to such services.

SCOPE OF WORK

Service Provider shall provide services to develop, implement and report business KPIs, including data collection, KPI definition, dashboard creation, periodic reporting, and advisory sessions as set forth below. The scope may include multiple phases, acceptance criteria, and deliverables as specified by Client and agreed in writing.

PAYMENT TERMS

Client shall pay Service Provider the fees for the Services in accordance with the fee schedule and payment milestones set forth below. Fees shall be due net of any deductions unless otherwise agreed in writing.

TERM AND TERMINATION

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

Start Date: Month: Day: Year:

End Date: Month: Day: Year:

Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of thirty (30) days following written notice specifying the breach. Client may terminate for convenience upon providing the notice period set forth above and paying for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Recipient shall not disclose Confidential Information except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully known to Recipient prior to disclosure by Discloser; (iii) is received from a third party free to disclose it without restriction; or (iv) is independently developed by Recipient without use of Discloser’s Confidential Information.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client’s internal business purposes. Service Provider retains ownership of methodologies, templates and tools used or developed outside of the specific deliverables. Client grants Service Provider a limited license to access and use Client data solely to perform the Services and for the limited purposes of this Agreement.

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. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Neither party shall assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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