Business Visual Reports

Business Visual Reports Agreement

This Business Visual Reports Agreement (the "Agreement") is made effective as of Effective Date: by and between Client Name: having its principal place of business at and Provider Name: having its principal place of business at .

WHEREAS

WHEREAS, Client requires professional visual reports, dashboards, charts and related data visualizations (collectively, "Business Visual Reports") for the purpose of operational and strategic decision-making; and

WHEREAS, Provider represents that it has the expertise, tools, and personnel necessary to design, develop, and deliver Business Visual Reports in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the creation, delivery, acceptance, and licensing of the Business Visual Reports.

PROJECT IDENTIFICATION

SCOPE OF WORK

Provider shall design, develop, and deliver Business Visual Reports as described below. Deliverables shall include visual report templates, interactive dashboards where specified, data mapping documentation, and a final packaged set of report files ready for deployment. Any modifications to the scope shall be governed by the Change Control provision below.

PAYMENT TERMS

Client shall pay Provider for the services and deliverables described in this Agreement in accordance with the fees and schedule below. All fees are stated in the currency declared below and do not include taxes unless otherwise indicated.

Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower), and Client shall be responsible for reasonable collection costs and legal fees incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice of such breach. Termination does not relieve Client of the obligation to pay for work performed through the effective date of termination, including any non-cancelable commitments.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Receiving party shall: (a) protect Confidential Information with at least the same degree of care as its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's pre-existing tools, methodologies, templates, and know-how. Upon full payment of all fees due under this Agreement, Provider assigns to Client all right, title and interest in and to the final delivered Business Visual Reports specifically created for Client (excluding Provider's tools and pre-existing materials), subject to that Provider may retain copies for archival purposes and to exercise its rights under this Agreement.

LIMITATION OF LIABILITY AND WARRANTY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

CHANGE CONTROL

Any changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify changes to deliverables, fees, schedule, and any other impacted terms.

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 courts located in that State for any dispute arising out of this Agreement, subject to any agreed-upon alternative dispute resolution provisions.

ENTIRE AGREEMENT

This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. 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 sale of substantially all of its assets.

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