Performance KPIs Template

PERFORMANCE KPIs TEMPLATE

Company Name:     Service Provider Name:

Effective Date:     Agreement ID:

RECITALS

WHEREAS, Company Name and Service Provider Name have entered into a commercial relationship pursuant to which Service Provider will provide services described herein and in any attached Statements of Work; and

WHEREAS, the parties desire measurable Key Performance Indicators ("KPIs") to define expected levels of performance, reporting obligations, incentives, and remedies for underperformance; and

WHEREAS, the parties agree that the KPIs set forth in this Performance KPIs Template will be incorporated into and, where applicable, shall control over conflicting provisions in any other agreement between the parties to the extent expressly stated herein.

SCOPE OF WORK

PERFORMANCE KPIs SCHEDULE

The following KPIs constitute the performance measurement framework. Each KPI entry identifies the metric, baseline, target, measurement method, frequency, weight toward overall performance, reporting deadline, and associated incentives or consequences.

PAYMENT TERMS

Compensation that is tied to KPI performance shall be payable as follows. Unless otherwise set forth in a Statement of Work, monetary incentives or service credits described below will be paid or applied within the period specified after the reporting period in which the KPI target is achieved and validated by Company.

TERM AND TERMINATION

This Performance KPIs Template commences on and continues until , unless earlier terminated in accordance with the agreement.

Either party may terminate for material breach if such breach is not cured within the notice period specified above. Termination does not relieve the parties of obligations accrued prior to termination, including payment of validated incentives or credits earned through the effective date of termination.

CONFIDENTIALITY

The parties acknowledge that KPI data, performance reports, methodologies, and any information marked or reasonably understood to be confidential shall be treated as Confidential Information. Each party shall use Confidential Information solely for the purposes of administering and measuring performance under this Template and shall not disclose such information except to employees, agents or advisors who have a need to know and are bound by confidentiality no less protective than this provision.

REVIEW, VALIDATION, AND AMENDMENT

KPI results shall be reviewed by the parties according to the measurement frequency specified for each KPI. Company shall validate reported results within thirty (30) days of receipt of a performance report. Disputes regarding measurement or validation shall be escalated in accordance with the dispute resolution provisions of the parties' primary agreement. These KPIs may be amended only by a written document signed by authorized representatives of both parties.

GOVERNING LAW & ENTIRE AGREEMENT

Governing Law: The validity, interpretation and performance of this Performance KPIs Template shall be governed by the substantive laws of the jurisdiction specified below, without reference to conflict of law principles.

Entire Agreement: This Performance KPIs Template, together with any incorporated Statements of Work and the parties' governing services agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, relating to the same subject matter.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Template is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach.

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