Business Understanding DMP

BUSINESS UNDERSTANDING DMP

This Business Understanding DMP (the "Agreement") is made as of Effective Date: by and between Client Name: and Provider Name: .

Whereas

WHEREAS, Client requires development and documentation of a Data Management Plan and associated business understanding deliverables described herein for the Project: ;

WHEREAS, Provider possesses the professional expertise to prepare, advise on and deliver the Data Management Plan (DMP) and related analysis in accordance with the scope and schedule set forth in this Agreement; and

WHEREAS, the parties intend to set forth their mutual understanding of responsibilities, fees, confidentiality and governing law in a binding agreement.

Scope of Work

Provider will perform the services described below and shall deliver written materials, draft reviews and a final Data Management Plan in accordance with the schedule. Specific tasks include:

Deliverables shall include at minimum: an initial draft DMP, one round of consolidated comments, and a final DMP in editable and PDF formats. Additional services beyond this scope will require written authorization and adjustment to fees.

Payment Terms

Client agrees to pay Provider the Total Fee of for the services described. The fee is payable according to the following schedule:

All invoices are due within days of invoice receipt. Overdue amounts shall accrue interest at the rate of per month (or the maximum permitted by law), calculated daily from the due date until paid. Client shall also be responsible for any reasonable collection costs and attorneys' fees incurred in the recovery of past due amounts.

Term and Termination

The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of ten (10) days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by either party to the other, whether oral, written or electronic, that is 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 does not include information that: (a) is or becomes public through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) maintain the confidentiality of the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations in this Section shall survive termination of this Agreement for a period of .

Nothing in this Agreement shall prevent either party from seeking injunctive or other equitable relief to prevent or remedy an actual or threatened breach of confidentiality.

Notices

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement is effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

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

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