Business Tableau Document

BUSINESS TABLEAU DOCUMENT

This Business Tableau Document ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client seeks to obtain business intelligence visualizations, dashboards, and associated data models (collectively, "Deliverables") to support business decision-making; and

WHEREAS, Service Provider represents that it has the expertise, personnel, licenses, and tools necessary to design, build, and deliver Tableau-based analytics solutions and related services in accordance with the terms set forth herein; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider desires to perform such services under the terms and conditions set forth below.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . The parties agree the Payment Structure will be:

Fixed fee for defined Deliverables Hourly rate

Late Payment: If any undisputed amount remains unpaid more than days after invoice due date, Client shall pay a late fee equal to % per month on the overdue balance or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach remains uncured for days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use it only to perform obligations under this Agreement, and (c) not disclose it to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach; (ii) is rightfully received from a third party without restriction; (iii) is independently developed; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective measures.

INTELLECTUAL PROPERTY

Except for Client Data and third-party components licensed to the Service Provider, upon full payment of all amounts due under this Agreement, Service Provider assigns to Client all right, title and interest in and to the finalized Deliverables delivered to Client. Service Provider retains a nonexclusive, worldwide, royalty-free right to use general knowledge, skills, techniques, ideas, and algorithms developed during performance, provided such use does not disclose Client Confidential Information or Deliverables. Service Provider represents that Deliverables will not infringe third-party intellectual property rights and will indemnify Client for breaches of this representation as set forth herein.

DATA SECURITY AND PRIVACY

Service Provider shall implement and maintain reasonable administrative, technical and physical safeguards appropriate to the sensitivity of Client Data to protect against unauthorized access, disclosure, alteration, or destruction. Service Provider will promptly notify Client of any unauthorized access or data breach affecting Client Data and shall cooperate with Client in breach response and remediation.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, indemnification obligations for intellectual property infringement, or liability for willful misconduct or gross negligence, each party's aggregate liability for direct damages under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, special, incidental, punitive, or consequential damages.

ACCEPTANCE PROCEDURE

Client shall have days from delivery of each Deliverable to evaluate and either accept the Deliverable in writing or provide a detailed list of deficiencies. Absent timely notice of deficiencies, the Deliverable will be deemed accepted.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

MISCELLANEOUS

Notices under this Agreement shall be delivered to the addresses set forth below. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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