Business Services MERIT Agreement

Business Services MERIT Agreement

This MERIT Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client seeks to engage Service Provider to perform merit-based business services focused on operational improvement, performance measurement, and implementation of agreed deliverables; and

WHEREAS, Service Provider represents that it has the qualifications, experience, and personnel necessary to perform the services described in this Agreement on the terms set forth herein; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the scope of work, compensation, confidentiality, term, and other material terms.

1. SCOPE OF WORK

Service Provider shall perform the following services (collectively, the "Services"), in accordance with the standards of care customarily exercised by providers of similar services:

All Services shall be performed in a professional manner consistent with industry standards and in compliance with applicable laws and regulations. Service Provider shall provide periodic progress reports upon Client's reasonable request.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider in accordance with the following terms:

Unpaid amounts shall accrue interest at (or the maximum permitted by law if lower), beginning after a grace period of days from the invoice date.

3. TERM AND TERMINATION

This Agreement commences on and expires on unless earlier terminated as provided below.

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 by the other party that remains uncured for a period of 15 days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information, whether written, oral or electronic, 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. Confidential Information excludes information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known by the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Upon termination, the Receiving Party shall return or destroy Confidential Information upon request of the Disclosing Party, except as required to be retained under applicable recordkeeping obligations.

5. INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, worldwide, perpetual license to use, reproduce, and modify deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing methodologies, tools and templates. To the extent Service Provider incorporates third-party materials, Service Provider will secure the appropriate rights and notify Client of any licensing restrictions.

6. LIABILITY; INDEMNITY

Each party's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for indirect, incidental, consequential, special or punitive damages. Service Provider shall indemnify and hold harmless Client from third-party claims arising from Service Provider's gross negligence or willful misconduct.

7. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

9. ENTIRE AGREEMENT

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

10. MISCELLANEOUS

Notices shall be in writing and delivered to the addresses set forth below, or to such other address as a party may designate by written notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right.

The parties represent and warrant that the individuals signing below are authorized to execute this Agreement on behalf of their respective organizations and to bind their respective parties to the terms and conditions contained herein.

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