Business Matrix Pack

BUSINESS MATRIX PACK

This Business Matrix Pack Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: with address: and Client Name: with address: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of developing strategic business matrices, role-responsibility matrices, performance indicators, and related documentation (collectively, the Deliverables); and

WHEREAS, Client desires to retain Service Provider to prepare and deliver a Business Matrix Pack tailored to Client's operations and organizational structure, and Service Provider agrees to perform such services under the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Scope of Work

Service Provider will prepare a Business Matrix Pack which shall include, at a minimum: organizational role matrix, responsibilities and decision authority documentation, key performance indicators (KPIs) aligned to roles, a RACI matrix for core processes, implementation guidance, and one (1) executive summary presentation. Specific Deliverables, milestones, acceptance criteria, and any Client-supplied inputs are to be described below.

2. Payment Terms

Client shall pay Service Provider for the Deliverables in accordance with the following fees and schedule.

Late Payment: Any amount not paid within days of invoice shall accrue interest at the lesser of (i) percent per month, or (ii) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs and expenses.

3. Term and Termination

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

4. Confidentiality

Each party (the Receiving Party) may receive Confidential Information from the other party (the Disclosing Party). Confidential Information means non-public information disclosed in connection with this Agreement, whether oral, written, electronic or in any other medium, that is designated as 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: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to receipt; (c) is rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party shall: (i) hold Confidential Information in confidence with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement; and (iii) use Confidential Information only to perform its obligations under this Agreement.

The parties acknowledge that confidentiality obligations are mutual and binding as set forth above.

5. Intellectual Property and Deliverables

Subject to Client's payment in full for the Deliverables, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use the final Deliverables for Client's internal business purposes. Service Provider retains ownership of pre-existing materials, methodologies, templates, and tools used to prepare the Deliverables, and Client shall not use or distribute Service Provider's proprietary templates separate from the Deliverables without Service Provider's prior written consent.

6. Representations; Limitation of Liability

Each party represents that it has authority to enter into this Agreement. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE DELIVERABLES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of this Agreement.

8. Entire Agreement; Amendments

This Agreement, including any schedules, exhibits, and accepted statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact person and address provided below or to such other address as either party designates in writing.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach shall be deemed a waiver of any other or subsequent breach. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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