Business Report Updates

BUSINESS REPORT UPDATES AGREEMENT

This Business Report Updates Agreement ("Agreement") is entered into between Client Name: and Service Provider: (each a "Party" and together the "Parties") as of the Effective Date:

WHEREAS

WHEREAS, Client operates business activities that require periodic preparation and delivery of business reports, internal analyses, and related updates (collectively "Reports"); and

WHEREAS, Service Provider has the experience and personnel necessary to prepare, update, and deliver Reports in accordance with the specifications set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide periodic updates to Client's Reports and related deliverables.

SCOPE OF WORK

PERFORMANCE STANDARDS

Service Provider shall perform the Services in a timely, professional manner consistent with industry standards applicable to providers of business reporting and analytics. Service Provider shall maintain sufficient qualified personnel, resources, and quality control procedures to meet the schedule set forth in the Deliverables section.

PAYMENT TERMS

Total Fee: $

Late Payment Fee: A late fee of per month (or the maximum lawful rate if lower) shall be assessed on any undisputed amounts not paid within days after the invoice due date. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment obligations.

TERM AND TERMINATION

Term Commencement Date: and Termination Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and deliverables provided through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one Party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Service Provider and Client shall each (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that is (i) publicly known through no fault of the recipient, (ii) rightfully received from a third party without restriction, (iii) independently developed by the recipient without use of the disclosing Party's Confidential Information, or (iv) required to be disclosed by law, provided the recipient promptly notifies the disclosing Party of such requirement and cooperates in any lawful effort to limit disclosure.

The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law. Each Party acknowledges that breach of this section may cause irreparable harm for which monetary damages may be inadequate and agrees that injunctive relief may be sought in addition to other remedies.

INTELLECTUAL PROPERTY

Deliverables created specifically for Client under this Agreement shall be deemed "Works Made for Hire" and ownership shall vest in Client upon full payment. Service Provider hereby assigns to Client all right, title, and interest in such Deliverables, subject to Service Provider's right to use general skills, knowledge, and experience developed prior to or during performance. Service Provider shall retain ownership of preexisting tools, methodologies, and templates, provided Client receives a nonexclusive, royalty-free right to use such materials insofar as included within the Deliverables.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, indirect, punitive, or special damages, including loss of profits. Each Party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement during the 12 months preceding the event giving rise to the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and statements of work incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver shall be effective unless made in writing and signed by both Parties.

NOTICES

ADDITIONAL TERMS

Independent Contractor Relationship: Service Provider is an independent contractor and nothing in this Agreement shall create an employment, agency, joint venture, or partnership relationship between the Parties.

Subcontracting: Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for performance and compliance with this Agreement.

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