Performance Scorecards

PERFORMANCE SCORECARDS AGREEMENT

This Performance Scorecards Agreement (the Agreement) is entered into as of by and between Client Name: , Address: , and Service Provider Name: , Address: .

WHEREAS

WHEREAS, Client requires a standardized performance scorecard system to measure key performance indicators, monitor progress toward strategic objectives, and support performance-based compensation and operational improvements; and

WHEREAS, Service Provider has the necessary expertise to design, implement, maintain, and report on performance scorecards (including data collection, calculation methodologies, and reporting templates) and will deliver such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to memorialize the scope, payment terms, confidentiality obligations, and governance applicable to the development and ongoing management of the performance scorecards.

SCOPE OF WORK

Deliverables shall include scorecard templates, KPI definitions, data-source mappings, automated calculation logic where applicable, monthly and quarterly reports, and a transition plan for handover to Client operations. Changes to scope that materially alter deliverables or effort shall be documented in a written change order signed by both parties.

PERFORMANCE METRICS (SAMPLE ENTRIES)

KPI 1

KPI 2

KPI 3 (Optional)

PAYMENT TERMS

Compensation for services performed under this Agreement shall be:

All fees are exclusive of taxes. Service Provider shall submit invoices in the form reasonably required by Client. Client shall pay undisputed amounts within the payment terms above; disputed items shall be raised in writing within ten (10) business days and the parties shall negotiate resolution in good faith.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligation to pay for services performed and approved deliverables completed prior to termination.

CONFIDENTIALITY

Each party (Recipient) will protect Confidential Information disclosed by the other party (Discloser) using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information includes scorecard methodologies, raw performance data, compensation-related metrics, customer information, and any information designated confidential or reasonably understood to be confidential.

Recipient shall use Confidential Information solely for purposes of performing under this Agreement, shall limit access to those employees and contractors with a need to know, and shall require such persons to be bound by confidentiality obligations at least as protective as those herein. Upon termination or upon Discloser's request, Recipient shall return or destroy Confidential Information and certify such return or destruction in writing.

The obligations of confidentiality shall not apply to information that is (a) already known to Recipient at the time of disclosure without obligation of confidentiality, (b) publicly available through no breach by Recipient, (c) rightfully received from a third party without restriction, or (d) independently developed without use of Discloser's Confidential Information. Notwithstanding the foregoing, Recipient acknowledges that breach of confidentiality may cause irreparable harm and that Discloser may seek injunctive relief in addition to other remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written change orders executed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

LIMITATION OF LIABILITY

Except for damages resulting from willful misconduct or breaches of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of each party for claims arising out of this Agreement shall be limited to the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

NOTICES

REPORTING, REVIEW & ACCEPTANCE

Service Provider shall deliver scorecard reports and supporting data in the cadence set forth in the Scope of Work. Client shall have fifteen (15) business days to review and either accept the deliverable or provide written, specific comments detailing alleged deficiencies. Acceptance shall not be unreasonably withheld. If deficiencies are identified, Service Provider shall remedy them at no additional charge if they result from failure to meet agreed-upon specifications.

SIGNATURES

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