Business Measures Template

BUSINESS MEASURES TEMPLATE

This Business Measures Template is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates a business that requires objective, measurable performance standards and reporting procedures to assess operational effectiveness; and

WHEREAS, Service Provider has expertise and resources to develop, implement, monitor, and report on business measures, key performance indicators, and compliance metrics as set forth in this Agreement; and

WHEREAS, the parties desire to define the scope, responsibilities, payment terms, confidentiality, and other contractual provisions governing the measurement activities described below.

SCOPE OF WORK

PAYMENT TERMS

Compensation for the Services described in the Scope of Work shall be:

Invoices are payable within days of receipt unless otherwise mutually agreed. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid in full.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for fifteen (15) days after written notice specifying the nature of the breach, or immediately if curative action is impossible or if required by applicable law.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, or operational information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict access to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without prior written consent.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in receiving party's possession prior to disclosure; (iii) is rightfully obtained by receiving party from a third party without breach of any obligation; or (iv) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information as compelled by law, provided it gives the disclosing party prompt notice to seek protective relief.

AUDIT, RECORDS AND ACCESS

Provider shall maintain complete and accurate records of activities and measurements performed under this Agreement. Client shall have the right, upon reasonable notice and during regular business hours, to audit records and inspect the performance of the Services to verify compliance with this Agreement. Any such audit shall be conducted in a manner that minimizes disruption to Provider's operations.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or breach of confidentiality obligations, neither party shall be liable to the other for incidental, consequential, punitive, or special damages. Aggregate liability for direct damages shall not exceed the amounts paid or payable under this Agreement during the twelve (12) months preceding the claim.

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 laws principles.

NOTICES

PERFORMANCE REVIEW & REMEDIES

Parties will conduct a performance review on the reporting schedule set forth above. If performance fails to meet mutually agreed targets for two consecutive reporting periods, the parties shall meet to develop a remediation plan. If remediation fails within ninety (90) days, Client may pursue contractual remedies including, where appropriate, reduction in fees, re-performance, or termination for cause.

ENTIRE AGREEMENT

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

MISCELLANEOUS

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

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