Business RMS Template

BUSINESS RMS TEMPLATE

This Business Relationship Management Services Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: with principal place of business at and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Provider has expertise in relationship management systems, processes, analytics, and associated advisory services and is willing to perform such services for Client subject to the terms and conditions of this Agreement;

WHEREAS, Client desires to retain Provider to deliver relationship management services to support Client's customer engagement, retention and reporting objectives as described herein;

WHEREAS, the parties intend by this Agreement to set forth the scope, deliverables, payment terms, confidentiality obligations and other material provisions governing the relationship between them.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the Fees specified below in consideration for the performance of services and delivery of deliverables in accordance with this Agreement.

Invoices will be issued in accordance with the Payment Schedule and are payable within days of invoice date. Accepted payment methods: .

Late payments will accrue a late fee equal to the greater of: % per month, or a flat fee of . Provider may suspend performance for overdue amounts following ten (10) days' written notice.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Effects of Termination: Upon termination, Client will pay Provider for all services performed and authorized reimbursable expenses through the effective date of termination. Provider will deliver to Client any work-in-progress and final deliverables for which Client has paid.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer data, pricing, specifications, trade secrets and technical information.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and consultants with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care in protecting such Confidential Information as it uses with respect to its own confidential information, but in no event less than reasonable care.

Exclusions and Duration: Confidential Information does not include information that is (i) already known to the Receiving Party without obligation of confidentiality, (ii) independently developed without use of Disclosing Party's Confidential Information, (iii) publicly known through no fault of the Receiving Party, or (iv) rightfully received from a third party without restriction. The confidentiality obligations shall survive termination of this Agreement for a period of years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its breach of this Agreement, gross negligence or willful misconduct, subject to any limitations of liability set forth below.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence or a breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and aggregate direct damages shall be limited to the total fees paid under this Agreement during the prior twelve (12) months.

ENTIRE AGREEMENT

This Agreement (including any exhibits and appendices expressly incorporated herein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

PARTY INFORMATION

Individual    Corporation    LLC    Partnership    Other

Individual    Corporation    LLC    Partnership    Other

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