Client Listening Document

CLIENT LISTENING DOCUMENT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to engage Service Provider to conduct client listening sessions, discovery interviews, and related analysis to inform Client strategy and deliverables; and

WHEREAS, Service Provider has the professional expertise to facilitate listening sessions, collect and synthesize qualitative feedback, and prepare a written summary and recommendations; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other terms governing the engagement as set forth in this Client Listening Document.

Project Identification

Scope of Work

Service Provider shall perform the following services (the "Services"). These Services include facilitation of listening sessions, documentation of findings, synthesis of insights, and delivery of a written report and recommendations as described below.

Client Responsibilities

Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the Services provided under this document. All fees are exclusive of applicable taxes unless otherwise stated.

Term and Termination

This engagement shall commence on the Effective Date below and shall continue until completion of the Services or until the End Date below, unless earlier terminated in accordance with this section.

Effective Date:     End Date:

Either party may terminate this engagement for material breach that remains uncured for the notice period above. Upon termination, Client shall pay Provider for all Services performed and reimbursable expenses incurred through the termination date, and Provider shall deliver work in progress to Client.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use Confidential Information except as necessary to perform its obligations under this document. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, that is already known to the receiving party without restriction, or that is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Ownership and Use of Materials

Unless otherwise agreed in writing, Service Provider retains ownership of methodologies, templates, tools, and other pre-existing materials. Client will receive a non-exclusive, non-transferable right to use final deliverables for internal purposes. Any recordings, raw notes, or participant identifiers that compromise anonymity shall be handled only with the Client's prior written consent.

Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, Service Provider's total liability for any claim arising out of this document shall not exceed the total fees paid by Client to Service Provider under this document. In no event shall either party be liable for consequential, incidental, or special damages.

Governing Law

This document shall be governed by and construed in accordance with the laws of the state indicated below, without regard to its conflicts of law principles.

Entire Agreement; Amendment

This document, together with any written exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Acknowledgment

The undersigned represent and warrant that they are authorized to enter into this document on behalf of the respective parties and acknowledge receipt of a copy of this Client Listening Document.

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