Business Tools Report

Business Tools Report

This Business Tools Report (the "Report") is prepared by Service Provider Name: for Client Name: with an Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the evaluation, supply, configuration and support of software, hardware and subscription-based tools used in the ordinary course of Client's business operations; and

WHEREAS, Client desires a written Report documenting the current inventory, configuration, licensing status, recommended remediation actions, and associated costs for the business tools identified herein; and

WHEREAS, the parties intend for this Report to serve as a factual record and a basis for any subsequent work orders, procurement, or support engagements governed by separate agreements.

Scope of Work

The Service Provider will perform the following assessments and deliverables. Provide a detailed description of the tools, configurations, and activities performed:

Itemized Tools Inventory

List each tool identified, its current version, license type, and quantity. Add additional rows if needed on a separate schedule.

Tool 1 Name: Version: License Type: Quantity:

Tool 2 Name: Version: License Type: Quantity:

Tool 3 Name: Version: License Type: Quantity:

Additional items documented in Attachment A:

Payment Terms

Compensation for the Report and any associated services will be paid in accordance with the following terms:

All invoices shall be paid in United States Dollars unless otherwise agreed in writing. Client shall be responsible for authorized taxes. Service Provider may suspend non-critical deliverables if invoices remain unpaid after thirty (30) days following the due date, subject to the notice requirements set forth below.

Term and Termination

This Report and any related services commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate for convenience upon providing the notice period specified above. Either party may terminate immediately for cause if the other party materially breaches any obligation and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and commitments made prior to termination.

Confidentiality

Each party acknowledges that during the performance of services it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information disclosed in writing, orally or by inspection that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the recipient, was known to recipient prior to disclosure, is rightfully received from a third party without restriction, or is independently developed by recipient without use of the disclosing party's Confidential Information.

Each party shall: (a) protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) limit disclosure to those employees and permitted advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only for the purposes contemplated by this Report. These obligations survive termination for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secret under applicable law.

I acknowledge receipt of Confidential Information and agree to the confidentiality obligations set forth above.

Governing Law; Dispute Resolution

This Report shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties will attempt in good faith to resolve disputes arising out of or relating to this Report through negotiation between senior representatives. If unresolved within forty-five (45) days, either party may pursue any remedies available under governing law.

Entire Agreement

This Report constitutes the entire written record between the parties with respect to the subject matter hereof and supersedes all prior oral and written statements, proposals, representations and understandings. Any amendment or modification of this Report must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, each party certifies that the information contained in this Report is accurate to the best of its knowledge, that it has read and agrees to the terms set forth in this Report, and that each person signing below is authorized to bind the party on whose behalf the signature is provided.

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