Client Feedback Session

CLIENT FEEDBACK SESSION AGREEMENT

This Client Feedback Session Agreement ("Agreement") is made effective as of by and between:

Recitals

WHEREAS, Client desires to obtain structured feedback from designated representatives of Provider in connection with Client's products, services or experience for the purpose of improving Client operations and service delivery; and

WHEREAS, Provider has expertise in facilitating feedback sessions and agrees to provide a feedback session under the terms set forth in this Agreement; and

WHEREAS, the parties intend that the feedback session and any materials delivered or produced pursuant to this Agreement be subject to confidentiality and the allocation of rights set forth below.

Scope of Work

Provider shall conduct a feedback session that may include moderated discussion, surveys, and recorded notes as described below. The session will be conducted on: at and shall include up to participants.

Deliverables

Provider shall deliver the following within the timeframe specified below. All deliverables will be presented in a written summary and may include anonymized verbatim highlights.

Payment Terms

Client will pay Provider the total fee as set forth below in consideration for the services and deliverables. Payments are non-refundable except as expressly provided in this Agreement.

Late payments shall incur a late fee of on the outstanding balance, compounded monthly, or the maximum allowed by law, whichever is lower.

Term and Termination

This Agreement commences on and will expire on unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach upon written notice if the breaching party fails to cure such breach within days of receipt of notice. Either party may terminate for convenience upon days written notice to the other party. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party relating to business operations, strategies, feedback content, participant identities, and any materials marked or reasonably understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound to protect the information; and (c) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement. The obligations in this section do not apply to information that is (i) publicly known through no fault of the receiving party; (ii) lawfully received from a third party without restriction; or (iii) independently developed without reference to the confidential information.

Client authorizes Provider to prepare anonymized summaries of participant feedback for internal use by Client. Provider shall not use or publish participant-identifying information without prior written consent of the disclosing party.

Client consents to Provider's limited use of anonymized feedback excerpts for Provider portfolio or promotional materials, provided no participant-identifying information is disclosed.

Intellectual Property and Use of Feedback

Unless otherwise agreed in writing, Client retains ownership of its confidential materials and any proprietary materials provided to Provider. Provider retains ownership of its methodologies and templates. Feedback provided by participants and summaries prepared by Provider are deemed work for hire for Client upon full payment; if not work for hire under applicable law, Provider assigns to Client all right, title and interest in and to such summaries upon receipt of full payment, except that Provider may retain anonymized internal analysis for its business records subject to confidentiality obligations.

Limitation of Liability; Indemnification

Except for willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, special or punitive damages. Provider's aggregate liability arising from or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement. Client shall indemnify and hold harmless Provider against claims arising from Client's breach of this Agreement or Client-provided materials.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties agree to first attempt to resolve disputes in good faith negotiation; if unresolved, disputes shall be resolved in the state or federal courts located in the specified state.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may specify in writing.

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