Performance Based Agreement

Performance Based Agreement

This Performance Based Agreement (the "Agreement") is entered into between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain services and deliverables that are measurable by objective performance criteria; and

WHEREAS, Service Provider possesses the skill, personnel, and resources necessary to perform the services described herein and agrees to accept compensation tied to achievement of the performance metrics stated below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

"Deliverables" means the tangible or intangible work products to be delivered by Service Provider as described in Section 2. "Performance Metrics" means the objective measures set forth in Section 3 by which the parties will evaluate performance for payment purposes.

2. SCOPE OF WORK

Deliverables (identify each deliverable and acceptance criteria):

3. PERFORMANCE METRICS AND REPORTING

Performance shall be measured against the following metrics. Service Provider shall prepare and submit reports in the format and frequency indicated.

4. PAYMENT TERMS

Client agrees to compensate Service Provider based on achievement of the Performance Metrics according to the schedule and amounts set forth below.

Payment shall be contingent on Client's acceptance of Deliverables based on the Acceptance Criteria. If the Deliverable fails to meet Acceptance Criteria, Client shall provide written notice specifying deficiencies and Service Provider shall have a reasonable cure period as stated in Section 6.

5. TERM AND TERMINATION

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

Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice specifying the breach, except where a different cure period is agreed in writing. Termination for convenience by Client shall be without penalty except that Client shall pay for all accepted work and reasonable, non‑avoidable costs incurred by Service Provider prior to the effective date of termination.

6. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall: (a) maintain confidentiality with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, and advisers who have a need to know and are bound by obligations of confidentiality no less restrictive than those in this Agreement. Confidentiality obligations survive termination for a period of three (3) years, or longer if required by applicable law.

7. INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property. All Deliverables specifically developed under this Agreement for Client shall be deemed "work made for hire" and ownership shall vest in Client upon full payment; where applicable law prevents automatic vesting, Service Provider hereby assigns all right, title and interest in such Deliverables to Client upon payment. Each party grants the other only those licenses expressly described in this Agreement. Service Provider shall comply with Client data handling and security requirements set forth in writing and shall promptly notify Client of any unauthorized access to Client data.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for liability resulting from a party's willful misconduct or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Total aggregate liability for direct damages shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

9. NOTICES

Notices required under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmed receipt.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt good faith negotiation to resolve disputes, and if unresolved within sixty (60) days, the parties may pursue any available legal remedies in the courts of the governing state.

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

12. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent.

SIGNATURES

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