Contracting KPI Agreement

CONTRACTING KPI AGREEMENT

This Contracting KPI Agreement (Agreement) is made as of Date: by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client engages Contractor to perform certain services described herein and Contractor represents that it has the experience, personnel and resources to perform such services in accordance with the Key Performance Indicators set forth in this Agreement; and

WHEREAS, the parties desire to set forth performance standards, measurement methodologies and payment incentives tied to measurable KPIs to align Contractor's services with Client objectives; and

WHEREAS, the parties intend that this Agreement govern the provision of services, the determination of KPI attainment, payment terms, confidentiality and other rights and obligations of the parties.

SCOPE OF WORK

Contractor shall provide the services, deliverables and reporting described below. Services shall conform to the standards and timelines set forth in this Agreement and any attachments incorporated by reference.

KEY PERFORMANCE INDICATORS (KPIs)

The parties agree to measure Contractor performance against the KPIs described below. Measurement methods and reporting frequency are set out for each KPI.

KPI 1 — Name: Target: Measurement/Period:

KPI 2 — Name: Target: Measurement/Period:

KPI 3 — Name: Target: Measurement/Period:

The parties may add additional KPIs by written amendment signed by authorized representatives of both parties. KPI results shall be documented in reports delivered in accordance with the reporting schedule set forth in the Scope of Work.

PAYMENT TERMS

Compensation payable to Contractor under this Agreement shall be as follows.

Invoices shall be due and payable within days of receipt. Late payments shall accrue interest at the rate of on the outstanding balance from the due date until paid in full. The late fee shall be applied after a grace period of days.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to 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 that breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (Discloser) to the other (Recipient) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Recipient shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as permitted in writing by Discloser, and (iii) use Confidential Information solely to perform obligations under this Agreement. Recipient shall take reasonable measures to protect Confidential Information at least as protective as those it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available other than through a breach of this Agreement, (b) was rightfully in Recipient's possession without restriction prior to disclosure, or (c) is independently developed by Recipient without use of Discloser's Confidential Information, or (d) is required to be disclosed by law, provided Recipient gives prompt notice to Discloser and cooperates regarding protective measures.

Duration: The confidentiality obligations set forth herein shall continue for a period of years from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Return or Destruction: Upon termination or request, Recipient shall return or destroy Confidential Information and shall certify in writing within days that it has complied with this obligation, except that one archival copy may be retained to the extent required by law or internal record retention policies.

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 state and federal courts located within that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Waiver of any breach shall not be deemed a waiver of any subsequent breach. The parties acknowledge that monetary damages may be an insufficient remedy for breach of confidentiality or other material obligations and that injunctive relief may be sought in addition to other remedies.

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this provision. Primary notice email for Client:

Primary notice email for Contractor:

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