Business Multi Report

BUSINESS MULTI REPORT AGREEMENT

RECITALS

WHEREAS, Client Name: seeks to obtain a consolidated Business Multi Report detailing operations, financial and operational metrics across multiple business units and locations identified below; and

WHEREAS, Provider Name: represents that it has the experience, personnel and systems necessary to prepare the Business Multi Report and to deliver the deliverables described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the preparation, delivery and use of the Business Multi Report.

SCOPE OF WORK

Provider shall prepare a Business Multi Report that aggregates and analyzes specified business units, locations and metrics as set out below. The Business Multi Report shall include methodology, dataset descriptions, findings, conclusions, and recommended actions where applicable.

PAYMENT TERMS

Client shall pay Provider the fees for the Services in accordance with the terms set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on Effective Date and shall continue until completion of the Services or earlier termination in accordance with this section.

Effective Date: . Anticipated Completion Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Provider may suspend work for nonpayment in accordance with the Payment Terms.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, whether oral, written or electronic, that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party at the time of disclosure without obligation of confidentiality; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY; LICENSES

Provider retains all right, title and interest in and to Provider's pre-existing materials, methodologies, models, software and other intellectual property. Upon full payment of fees due under this Agreement, Provider grants Client a non-exclusive, non-transferable, revocable (for cause) license to use the final Business Multi Report deliverables for Client's internal business purposes. Client may not resell, sublicense, distribute or publish the deliverables except as expressly permitted in writing by Provider. Any underlying raw data provided by Client remains Client's property.

LIMITATION OF LIABILITY; INDEMNITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Client shall indemnify and hold harmless Provider from any third-party claims arising from Client's provision of inaccurate or incomplete data, Client's misuse of the deliverables, or Client's breach of representations in this Agreement, except to the extent caused by Provider's gross negligence or willful misconduct.

REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

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 in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

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

CLIENT DATA CERTIFICATION

Client certifies that all data, documents and information provided to Provider for the purposes of preparing the Business Multi Report are accurate to the best of Client's knowledge, are provided with all necessary rights and authorizations, and do not infringe third-party rights. Client acknowledges that Provider's analysis is based on such data and that inaccuracies in Client-provided data may affect the results.

Client Data Certified: I certify that provided data is accurate and authorized for use.

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