Business VOC Document

Business VOC Agreement

This Business Voice of Customer Agreement ("Agreement") is made and entered into effective as of by and between , a business with principal place of business at (hereinafter "Client"), and , with principal place of business at (hereinafter "Provider").

WHEREAS

WHEREAS, Client seeks to collect, analyze and document Voice of Customer information including verbal and written feedback, usability observations, survey responses and related materials (collectively, "VOC Data") to inform product, service and operational improvements; and

WHEREAS, Provider has the expertise, personnel and processes to collect, process and report VOC Data and to deliver related analysis and deliverables in accordance with the scope set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective responsibilities, payment terms, confidentiality obligations and other contractual terms governing the engagement.

Scope of Work

Payment Terms

Total Compensation: $ payable in accordance with the schedule below.

Late Payment: If any invoiced amount is not paid within days after the invoice due date, interest shall accrue at percent per month or the maximum rate permitted by applicable law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fourteen (14) days after receiving written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party, 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, including VOC Data, Customer Identifiers, and analysis reports.

Obligations: Each party shall (i) use Confidential Information solely to perform obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care, and (iii) 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 at least as protective as those in this Agreement.

VOC Data: Client acknowledges that VOC Data may contain personal data of third parties. Client shall ensure that all necessary consents and notices are obtained, and Provider's use of VOC Data shall be restricted to purposes expressly set forth in the Scope of Work unless otherwise agreed in writing.

Exceptions: Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the recipient gives prompt written notice to the discloser to allow it to seek a protective order.

By checking this box, the parties acknowledge that VOC Data collected under this Agreement shall be treated as Confidential Information.

Use of VOC Data and Ownership

Ownership: Unless otherwise agreed in writing, Client retains ownership of raw VOC Data provided by Client. Provider retains ownership of its pre-existing tools, methodologies and templates and ownership of anonymized, aggregated analysis performed by Provider that does not contain Client's Confidential Information.

License: Client grants Provider a limited, non-exclusive, non-transferable license to use VOC Data solely to perform Provider's obligations under this Agreement. Provider grants Client a non-exclusive license to use deliverables for internal business purposes.

Governing Law

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 agree that exclusive jurisdiction and venue for any dispute arising from this Agreement shall lie in the state or federal courts located in that State.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the other party.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Provider's aggregate liability for claim(s) arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Notices

Entire Agreement

This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one instrument. Signatures delivered by electronic means shall be binding.

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