Customer Experience Agreement

Customer Experience Agreement

This Customer Experience Agreement (the Agreement) is entered into between Client Name: and Service Provider Name: effective as of (Effective Date).

WHEREAS

WHEREAS, Client desires to engage Provider to design, implement, and manage certain customer experience initiatives and touchpoints to improve customer satisfaction, retention, and feedback mechanisms;

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to deliver the services described below in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions pursuant to which Provider will deliver such services and Client will compensate Provider.

1. SCOPE OF WORK

Provider shall perform the services described above in accordance with the timeline and milestones set forth in the Description of Services. Any material change to the Scope of Work shall be documented in a written amendment signed by both parties. Provider shall assign qualified personnel and use commercially reasonable efforts to meet agreed milestones.

2. PAYMENT TERMS

Invoices are payable net days from invoice date. Late payments shall accrue interest at the lesser of (i) percent per month or (ii) dollars per late invoice. Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, if payment is not made in accordance with this Agreement.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered days prior to the intended termination date. Either party may terminate immediately for material breach if such breach is not cured within days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver all completed work and invoices for work performed up to the effective date of termination. Client shall pay for all undisputed, accrued amounts within thirty (30) days of termination.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes customer data, user feedback, pricing, business plans, technical specifications, and trade secrets.

Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict access to Confidential Information to employees and contractors with a need to know, and (iii) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Receiving Party shall not disclose Confidential Information to any third party without Disclosing Party's prior written consent, except as required by law subject to prior notice to Disclosing Party where permitted.

Confidential obligations survive termination for a period of two (2) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

5. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, each party's aggregate liability to the other for any claim relating to this Agreement shall not exceed the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) month period preceding the claim. Neither party shall be liable for indirect, incidental, consequential, or punitive damages.

6. NOTICES

Notices must be sent to the addresses above and are effective: (i) upon receipt if delivered personally; (ii) three (3) business days after deposit with a nationally recognized overnight courier; or (iii) the date of transmission for confirmed electronic transmission where permitted.

7. GOVERNING LAW

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 consent to the exclusive jurisdiction of the state and federal courts located within that state for any action arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment or modification of this Agreement is effective unless in writing and signed by both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

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