Performance Evaluation Comparison

PERFORMANCE EVALUATION COMPARISON AGREEMENT

This Performance Evaluation Comparison Agreement (Agreement) is entered into by and between Client Name: and Consultant Name: (each a Party and collectively the Parties) effective as of Effective Date:

WHEREAS

WHEREAS, Client administers internal performance evaluations for its employees and seeks an independent comparative analysis of two or more sets of evaluation records to identify consistency, bias indicators, and calibration opportunities; and

WHEREAS, Consultant possesses experience in human resources analytics, statistical comparison methodologies, and the secure handling of personnel records and has agreed to perform the comparative services described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms under which Consultant will compare and report on the specified performance evaluation data.

SCOPE OF WORK

Data Provided By Client:

PAYMENT TERMS

Total Fee: $. Payment is due in accordance with the schedule below.

Invoices shall be submitted to Client and payable within days of receipt. Late payments shall accrue interest at % per month or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either Party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice.

Upon termination, Consultant shall deliver to Client all completed work and all Client data in Consultant's possession. Client shall pay Consultant for work performed and reasonable, documented expenses incurred through the termination date.

CONFIDENTIALITY

Definitions: For purposes of this Agreement, Confidential Information means non-public information disclosed by a Party that is designated confidential or that, given the nature of the information, a reasonable person would understand to be confidential, including employee performance records and personally identifiable personnel data.

Obligations: Consultant shall (a) maintain Confidential Information in strict confidence, (b) use Confidential Information solely to perform the services described in this Agreement, and (c) restrict disclosure to employees or subcontractors with a need to know who are bound by confidentiality obligations no less protective than this Agreement. Consultant shall implement and maintain appropriate administrative, physical, and technical safeguards to protect Confidential Information against unauthorized access, loss, or disclosure.

Permitted Disclosures and Remedies: Confidential Information may be disclosed when required by law, provided Consultant gives prompt written notice to Client to allow Client to seek protective relief. Breach of confidentiality shall constitute a material breach and entitle the non-breaching Party to injunctive relief and any other remedies available at law or equity.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or a material breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of Consultant for any claim arising out of or relating to this Agreement shall not exceed the total amount of fees paid by Client to Consultant under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes through negotiation prior to pursuing litigation. If litigation is necessary, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendments must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Client may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Independent Contractor Status: Consultant is an independent contractor and is not an employee, agent, or partner of Client. Consultant is solely responsible for taxes and benefits for its personnel.

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