Business Recategorization Model

BUSINESS RECATEGORIZATION MODEL

This Business Recategorization Model (the "Agreement") is made effective as of Effective Date: by and between Provider Name: ("Provider") and Client Name: ("Client").

WHEREAS

WHEREAS, the Client desires to review, rationalize and reclassify certain business activities, products, services and internal classifications in order to align commercial categories, regulatory classification and internal reporting (the "Recategorization"); and

WHEREAS, the Provider has represented that it possesses the professional expertise, analytical models and personnel necessary to perform a structured Business Recategorization Model including classification matrices, mapping of existing categories to proposed categories, and recommendations for implementation; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Provider will perform the Recategorization and deliver the agreed deliverables to the Client.

SCOPE OF WORK

Provider will conduct a systematic assessment of the Client's business activities and produce a Business Recategorization Model comprising a classification matrix, mapping of current categories to proposed categories, recommended labels and definitions, implementation guidance and a transition plan. Provider will perform such work using reasonable care, skill and professional standards customary in the industry.

Classification matrix mapping current to proposed categories
Detailed mapping documents and rationale
Transition and implementation plan
Training materials for internal teams
Post-delivery support for specified period

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for Provider's performance of the Recategorization. All amounts are exclusive of applicable taxes unless otherwise stated.

Invoices are due within days of invoice date. Overdue amounts shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Client shall be responsible for reasonable collection costs and attorneys' fees incurred in enforcing payment. Provider may suspend services for non-payment after providing at least days' written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and deliverables delivered prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in oral, written or electronic form that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors and advisors who need to know and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, is independently developed without reference to the other party's Confidential Information, or is rightfully obtained from a third party without restriction.

Confidentiality obligations shall survive termination of this Agreement for a period of .

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, non-transferable license to use the deliverables for the Client's internal business purposes. Provider retains ownership of Provider's pre-existing methodologies, models, tools, templates and know-how. Any custom materials created specifically for Client and paid for in full shall be delivered to Client with ownership as expressly set forth in an attached statement of work.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality, each party's aggregate liability for claims arising out of or in connection with this Agreement shall be limited to the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential or punitive damages.

GOVERNING LAW; NOTICES; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles.

This Agreement, including any statements of work and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. No amendment or waiver shall be effective unless in writing and signed by both parties.

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