Business MPR Document

Business MPR Document — General Business Agreement

Parties and Contact Information

Effective Date:

Recitals

WHEREAS, Client engages Service Provider to prepare, deliver and consult upon Monthly Performance Reports ("MPRs") and related business analysis as further described herein; and

WHEREAS, Service Provider possesses the expertise, personnel and systems necessary to prepare MPRs, analyze metrics, and recommend operational adjustments to improve Client performance; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the Services and deliverables described in this Agreement.

Scope of Work

Service Provider will perform the services and deliverables described below. The parties acknowledge that specific deliverables, data sources and acceptance criteria may be further detailed in attachments or statements of work executed under this Agreement.

Payment Terms

Client shall pay Service Provider the compensation described below in consideration for the Services and Deliverables. All amounts are payable in lawful currency unless otherwise agreed in writing.

Late payments shall bear interest at a rate of on the unpaid balance, commencing on the day following the invoice due date. Service Provider may suspend performance if payments are more than days overdue after written notice.

Term and Termination

This Agreement commences on the Effective Date and continues until the End Date or until terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after written notice specifying the breach. Termination shall not relieve Client of liability for amounts accrued prior to termination or for accepted deliverables.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that a reasonable person would understand to be confidential, including business plans, financial data, customer lists, and deliverables.

Receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to those employees, contractors or advisors with a need to know and bound by confidentiality obligations no less protective than this Agreement; and (c) exercise at least reasonable care to protect Confidential Information. Confidential Information does not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) was rightfully in receiving party's possession prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party.

Confidentiality obligations shall survive termination for years from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Limitation of Liability and Indemnity

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, special, incidental or punitive damages. The aggregate liability of each party for any claim arising under this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Service Provider shall defend, indemnify and hold Client harmless from third-party claims to the extent arising from Service Provider's negligence or willful misconduct in performing the Services.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall endeavor to resolve disputes by good faith negotiation; if unresolved, disputes shall be resolved by the courts located in the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any executed statements of work or addenda hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices are effective upon delivery or, if sent by certified mail, three (3) business days after mailing.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, employment, partnership or joint venture relationship.

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall have the same effect as original signatures.

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