Business TUS Report

BUSINESS TUS REPORT

Parties and Engagement

Recitals

WHEREAS, the Service Provider, , has expertise in conducting and preparing Transactional Utilization and Sales analyses and related business reports; and

WHEREAS, the Client, , desires to engage the Service Provider to prepare a Business TUS Report summarizing specified transactional, utilization and sales metrics for the period commencing through ; and

WHEREAS, the parties wish to set forth the terms and conditions governing the Service Provider’s preparation and delivery of the Business TUS Report and the Client’s payment and use of such report.

Scope of Work

The Service Provider shall prepare a Business TUS Report that includes analysis of transactional volumes, utilization rates, unit sales, channel performance, identified anomalies, and recommendations reasonably tailored to the Client’s business operations. The report will be delivered in written electronic form and include supporting data tables and an executive summary.

Report Period and Deliverables

Reporting Period Start:    Reporting Period End:

Payment Terms

The Client shall pay the Service Provider for performance of the Scope of Work as set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the payment schedule. Unless otherwise agreed, undisputed amounts are due within thirty (30) days of invoice. Any overdue amount shall accrue interest as set forth in the Late Fee field and the Client shall also reimburse the Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement commences on and continues until , unless earlier terminated in accordance with its terms.

Either party may terminate for convenience upon days’ prior written notice. Either party may terminate immediately for material breach by the other party if such breach remains uncured for fifteen (15) days after written notice specifying the breach. Termination shall not relieve the Client of the obligation to pay fees for work performed through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, financial, technical, and other information disclosed by one party to the other in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents or subcontractors with a need to know and subject to confidentiality obligations no less protective than those herein; and (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party’s Confidential Information. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify destruction if requested. The parties acknowledge that breach of this Section would cause irreparable harm and that injunctive relief is an appropriate remedy in addition to other available remedies.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, the parties agree that any claim arising out of or relating to this Agreement shall be exclusively submitted to the state or federal courts located in the county of the governing state.

Representations; Warranties; Limitation of Liability

Each party represents that it has the power and authority to enter into this Agreement. The Service Provider warrants that services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND THE SERVICE PROVIDER’S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT UNDER THIS AGREEMENT FOR THE APPLICABLE REPORT.

Entire Agreement; Amendments

This Agreement, including any exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Administrative and Reporting Fields

Acknowledgment

By signing below, each party confirms that the person signing on its behalf has the authority to bind the party to the terms of this Agreement, acknowledges receipt of the delivered Business TUS Report (if already delivered), and agrees to the terms set forth above.

Sign Now