Business RPM Letter

BUSINESS RPM LETTER

Client Name:    Service Provider Name:    Effective Date: / /

Recitals

WHEREAS, Client engages Service Provider to perform revenue performance management services and related business optimization work as further described herein; and

WHEREAS, Service Provider has represented that it has the experience, personnel, and resources necessary to provide the services described in this Business RPM Letter in a professional manner; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other material terms governing their relationship during the Term defined below.

Scope of Work

Service Provider shall perform the services described above (the "Services") in accordance with industry standards and the timelines set forth in the Scope of Work. Service Provider will provide periodic reports and metrics ("RPM Reports") to Client showing revenue performance metrics, optimization actions taken, and outcomes achieved.

Payment Terms

Client agrees to pay Service Provider in accordance with the Payment Schedule. Invoices are due within the number of days specified above. Any undisputed amounts not paid when due shall bear interest at the lesser of the rate specified above or the maximum rate permitted by law. Client shall notify Service Provider in writing of any disputed invoice within ten (10) days of receipt; failure to timely dispute shall constitute acceptance of the invoice.

Term and Termination

Term Commencement Date: / /

Term Expiration Date: / /

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate for convenience upon providing the notice period specified above. Upon termination, Client shall pay for all Services performed and reasonable expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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. Each party shall (i) use Confidential Information only to perform its obligations under this Agreement; (ii) restrict access to Confidential Information to employees and contractors with a need to know; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that is or becomes public through no fault of the receiving party, that the receiving party lawfully acquires from a third party, 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 identified above, 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 any dispute arising out of or relating to this Agreement.

Entire Agreement

This Business RPM Letter, including the Scope of Work and any attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Representations and Remedies

Each party represents that it has the authority to enter into this Agreement. Except as expressly provided herein, neither party shall be liable for consequential, incidental, or punitive damages. The remedies provided in this Agreement are cumulative and in addition to any remedies available at law or in equity.

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