Business Simulation Contract

Business Simulation Contract

This Business Simulation Contract (the Agreement) is entered into as of by and between:

Client Name:    Address:

Provider Name:    Address:

RECITALS

WHEREAS, Client desires to retain Provider to design and deliver a business simulation program for training, assessment and analytical purposes in accordance with the terms set forth herein; and

WHEREAS, Provider has experience and expertise in developing and operating business simulation models and agrees to perform the services described in this Agreement under the terms and conditions set forth below; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the simulation program, its deliverables, and related services.

SCOPE OF WORK

Deliverables will include simulation design documentation, participant materials, test scenarios, data capture mechanisms, and a final report incorporating findings and recommendations. Provider shall use reasonable skill and care in performing the services and will allocate suitably qualified personnel.

PAYMENT TERMS

Unless otherwise expressly stated in the Payment Schedule, invoices are payable within days of invoice. Overdue amounts shall bear interest at the rate of percent per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until paid in full. Client shall reimburse Provider for reasonable collection costs, including attorney fees, incurred to collect late payments.

TERM AND TERMINATION

This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this Section, shall continue until the End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement, including simulation designs, participant data, reports, proprietary methodologies, and business plans. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) was in the receiving party's possession prior to disclosure; or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations herein shall survive termination for a period of years, except with respect to trade secrets where such obligations shall survive for as long as the information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in writing, Provider retains all right, title and interest in pre-existing intellectual property and proprietary simulation engines, algorithms, templates and methodologies used or developed by Provider (Provider IP). Client is granted a non-exclusive, non-transferable license to use deliverables for internal training and evaluation purposes as expressly set forth in the Scope of Work. Any data generated by the simulation that is anonymized and aggregated may be used by Provider for benchmarking and internal research, provided that no Confidential Information of Client is disclosed.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree to attempt good-faith negotiations to resolve disputes. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue any remedy available at law or in equity in the courts located in the jurisdiction specified above.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments and the Scope of Work and Payment Schedule referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision is held invalid, the remaining provisions will remain in full force. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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