Client Feedback Tests

CLIENT FEEDBACK TESTS

This Client Feedback Tests Agreement (the Agreement) is entered into as of (Effective Date), by and between:

WHEREAS

WHEREAS, Client desires to engage Contractor to design, administer, and analyze a series of feedback tests and surveys to evaluate Client products, services and customer experience (the Services); and

WHEREAS, Contractor represents that it has the professional competence, resources, and methodologies necessary to develop and deliver valid and reliable feedback tests, including test instruments, recruitment of participants, data collection and reporting; and

WHEREAS, the parties wish to set forth the scope, payment, confidentiality and other terms governing their relationship with respect to the Services.

1. SCOPE OF WORK

Contractor shall perform the Services described below. Contractor will use commercially reasonable efforts to complete the Services in accordance with the timelines and milestones set forth herein and in any appended schedules.

Deliverables include final test instruments, raw and processed data files, analytic reports, and a summary presentation. Test instruments and reports will identify sampling methodology, response rates, statistical measures used, and any limitations or caveats affecting interpretation.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay Contractor the fees specified below.

All invoices are due within the period stated in the Payment Schedule. Past due amounts bear interest at the rate set forth above, or if no rate is specified, at the maximum rate permitted by law. Client shall reimburse Contractor for reasonable collection costs and legal fees incurred to recover overdue amounts.

3. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination. Upon termination, Contractor shall deliver to Client all work in progress and final deliverables for which Client has paid.

4. CONFIDENTIALITY

Each party (the Receiving Party) shall treat as confidential all non-public information disclosed by the other party (the Disclosing Party) that is designated as confidential or that, by its nature, ought reasonably to be treated as confidential (Confidential Information). Confidential Information includes participant data, raw test responses, analytic results, pricing, and other information related to business operations.

The Receiving Party shall not disclose Confidential Information to any third party except as necessary to perform the Services and only to those employees, contractors, or agents who have executed confidentiality obligations at least as protective as those in this Agreement. The obligations herein do not extend to information that (a) is or becomes publicly known without breach by the Receiving Party, (b) is rightfully received from a third party without restriction, or (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Contractor may use aggregated and anonymized results for internal analysis and non-identifying case studies provided no Confidential Information or personally identifiable data is disclosed. Client authorizes anonymized case study use

5. INTELLECTUAL PROPERTY

Client retains ownership of its pre-existing materials and data provided to Contractor. Contractor retains ownership of its pre-existing tools, templates, methodologies and proprietary analysis techniques. Subject to payment in full, Contractor grants Client a perpetual, non-exclusive, non-transferable license to use deliverables for Client’s internal business purposes. If separate custom instrument development is specified and paid for as a buy-out, such custom instruments may be assigned by written agreement.

6. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has authority to enter into this Agreement. Contractor warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. CONTRACTOR’S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles.

8. ENTIRE AGREEMENT

This Agreement, together with any executed statements of work or schedules, 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 oral or written. Any amendment to this Agreement must be in writing and signed by both parties.

9. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the party’s address set forth above or to such other address as either party may designate in writing. Notices shall be deemed given when delivered by hand, by nationally recognized courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

ADDITIONAL TERMS

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