Feedback Listening Form

FEEDBACK LISTENING AGREEMENT

THIS AGREEMENT is made as of between Client Name: and Provider Name: .

WHEREAS

WHEREAS, the Client seeks to gather structured feedback from identified stakeholders and users for the purpose of improving products, services, and internal processes; and

WHEREAS, the Provider has expertise in conducting listening sessions, capturing qualitative feedback, and producing synthesis reports, and agrees to perform such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other material terms applicable to the feedback listening engagement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee:

Late Payment: In the event any undisputed amount is not paid within days after the due date, the Client shall pay interest on the overdue amount at the lesser of (a) per month, or (b) the maximum rate permitted by law.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach is permitted if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Upon termination, the Provider shall deliver any completed deliverables and an itemized invoice for work performed through the effective date of termination; the Client shall pay all undisputed amounts in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including participant identities, interview transcripts, recordings, analysis, and any personally identifying information.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information for any purpose other than performing obligations under this Agreement.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach of this Agreement; (ii) already rightfully known to the receiving party without restriction; (iii) independently developed by the receiving party; or (iv) required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates reasonably to limit disclosure.

The parties acknowledge that feedback content may include personal data. The Provider shall implement reasonable technical and organizational measures to protect such personal data and, upon request, return or securely destroy participant-identifying materials when no longer needed for the agreed deliverables, except to the extent retention is required by law or for legitimate business recordkeeping.

Provider is authorized to record sessions and retain recordings as part of the deliverables in accordance with the Confidentiality provisions.

INTELLECTUAL PROPERTY AND DATA RIGHTS

Unless otherwise agreed in writing, the Provider grants the Client a non-exclusive, perpetual, worldwide license to use deliverables for internal business purposes. The Provider may retain underlying methodologies, frameworks, and anonymized aggregate analysis for its business use provided no Confidential Information or personally identifying information is disclosed.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or breach of the confidentiality obligations, each party's aggregate liability to the other arising out of or in connection with this Agreement shall be limited to the total fees paid by the Client to the Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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 rules.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Headings are for convenience only and do not affect interpretation.

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