Business Services QPI Agreement

BUSINESS SERVICES QPI AGREEMENT

This Business Services QPI Agreement (the Agreement) is entered into by and between Client Name: with principal address at and Service Provider Name: , with principal address at . Effective Date:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform quality process improvement services and related business services described herein (the QPI Services), and Service Provider has the skill, experience, and resources to perform such services;

WHEREAS, the parties intend for this Agreement to set forth the exclusive terms governing the provision, payment, confidentiality, and management of the QPI Services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall provide QPI Services as set forth in this Section. The parties acknowledge that the specific tasks, deliverables, acceptance criteria, and timelines shall be as described below. Service Provider will perform the QPI Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth herein in exchange for the QPI Services. All payments are due in U.S. dollars and shall be made in accordance with the schedule below. Unless expressly stated, expenses are included in the fees only if pre-approved in writing.

Late payments shall incur a fee of per month, compounded monthly, or a late fee of (whichever is greater) after days past due.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated as provided below, shall continue until the End Date or until completion of the Services.

Either party may terminate this Agreement without cause upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days following written notice of such breach, or for insolvency, bankruptcy, or the appointment of a receiver.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence all non-public information and materials disclosed by the other party (Discloser) that are designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not disclose Confidential Information to any third party except to the extent necessary for performance of this Agreement and shall use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (a) is or becomes public through no act of the Recipient; (b) was rightfully known by Recipient prior to disclosure; (c) is independently developed without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt notice and cooperates to seek protective measures.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing methodologies, templates, tools, and intellectual property. Client is granted a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Any customization or new works expressly commissioned and paid for shall be treated as deliverables and ownership or license rights shall be allocated as set forth in writing.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and defend the other from third-party claims arising from its gross negligence or willful misconduct. Except for claims arising from breach of confidentiality or indemnification obligations, neither party's aggregate liability for any claim arising under this Agreement shall exceed the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, or punitive damages except to the extent such damages cannot be excluded as a matter of law.

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 agree that any dispute arising out of this Agreement shall be resolved in the state or federal courts located within that state, and the parties submit to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, together with any statements of work or exhibits executed by the parties, 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 oral or written. Any amendment or waiver of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon receipt.

ADDITIONAL REPRESENTATIONS

Each party represents and warrants that it has full power and authority to enter into this Agreement, that execution of this Agreement has been duly authorized, and that it will comply with all applicable laws in connection with its performance hereunder.

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