Business ROI Document

Business ROI Document

This Business ROI Document (the "Agreement") is entered into as of , by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

RECITALS

WHEREAS, Client operates a business for which it seeks to quantify, improve and document the anticipated return on investment arising from services to be delivered by Service Provider; and

WHEREAS, Service Provider has represented that it possesses the expertise, methods and resources necessary to perform the services described below and to provide a documented ROI analysis; and

WHEREAS, the parties desire to set forth the scope of work, payment terms, assumptions, and the measurement methodology for the ROI in this Agreement.

SCOPE OF WORK

ROI ANALYSIS AND METRICS

Baseline Monthly Revenue:    Baseline Monthly Costs:

Projected Revenue Increase (%):    Projected Annual Benefit (monetary):

Initial Investment (one-time):    Expected Payback Period (months):    Estimated IRR (%):

The parties agree that projected benefits are estimates calculated using the inputs and assumptions set forth above. Service Provider will document calculation worksheets and make them available to Client upon request as part of the deliverables.

PAYMENT TERMS

Deposit Amount:    Deposit Due Date:

Final Payment Due Date:

Late Payment Fee: (applies to overdue balances)

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the intended termination date. Termination for cause may be effected immediately upon written notice if the breaching party fails to cure a material breach within 15 days of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes non-public business, financial and technical information, client lists, pricing, and proprietary methodologies. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses with respect to its own confidential information, but in no event less than reasonable care.

Notwithstanding the foregoing, Confidential Information shall not include information that is or becomes publicly available through no breach by the receiving party, that was lawfully in the receiving party's possession prior to disclosure, or that is independently developed without use of the disclosing party's Confidential Information.

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. Venue for any dispute arising under this Agreement shall be in the courts of that jurisdiction.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

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

Remedies: The parties acknowledge that a breach of the confidentiality or intellectual property provisions will cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, injunctive relief shall be available in addition to any other remedies at law or equity.

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