Marketing ClickDimensions Implementation

MARKETING CLICKDIMENSIONS IMPLEMENTATION AGREEMENT

This Marketing ClickDimensions Implementation Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client engages Service Provider to implement and configure ClickDimensions for Client's marketing automation and CRM integration objectives, and Service Provider has represented that it has the skill and experience to perform such implementation services; and

WHEREAS, the parties desire to establish the scope, compensation, schedule, confidentiality obligations and other terms governing the implementation work described herein.

Scope of Work

Service Provider shall perform implementation, configuration, testing and knowledge-transfer services for ClickDimensions as described below. All work shall be performed in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. All fees are exclusive of applicable taxes. Service Provider shall invoice Client in accordance with the schedule below and Client shall pay undisputed invoices within the time specified.

Term and Termination

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 for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

Each party (Recipient) will hold in strict confidence all non-public information disclosed by the other party (Discloser) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not disclose Confidential Information except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as this Agreement. Recipient shall use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of Recipient; (b) is lawfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law or governmental order, provided Recipient gives Discloser prompt written notice and reasonable assistance to seek a protective order.

Representations; Warranties; Limitation of Liability

Service Provider represents that it will perform services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

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.

Change Orders

Any material change to the scope, schedule or fees shall be made only by a written change order signed by authorized representatives of both parties. Change orders shall specify the change, any adjustment to fees or schedule, and the authorized signatures.

Entire Agreement

This Agreement, including all attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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