Product Comparison Document

PRODUCT COMPARISON AGREEMENT

Parties

Recitals

WHEREAS, Client engages Service Provider to prepare a Product Comparison Document that objectively evaluates selected products, by reference to agreed criteria and methodology; and

WHEREAS, Service Provider has the expertise, personnel and resources necessary to perform the analysis, testing and reporting described in this Agreement; and

WHEREAS, the parties wish to set forth the scope, deliverables, payment terms and confidentiality obligations that will govern the preparation and delivery of the Product Comparison Document.

Effective Date:

Scope of Work

Service Provider shall produce a written Product Comparison Document (the "Document") that compares the products listed in the Deliverables section according to the criteria and methodology described below. The Document shall be prepared in a professional manner and shall include an executive summary, detailed comparative table(s), test notes (where applicable), and a concluding recommendation.

Comparison Criteria & Methodology

Select criteria to be applied in the comparison (check all that apply):

Price Features Performance

Support & Service Security & Compliance User Experience

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables described in this Agreement.

Term and Termination

This Agreement commences on and continues until completion of the deliverables or until , unless earlier terminated under this Section.

Either party may terminate for material breach if the breaching party fails to cure within the notice period. Termination for convenience by Client requires payment for work performed and reasonable wind-down expenses incurred by Service Provider.

Confidentiality

Each party shall hold in confidence all Confidential Information disclosed by the other party in connection with this Agreement and shall not disclose or use such information except as necessary to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach, independently developed by the recipient without use of the discloser’s Confidential Information, or lawfully received from a third party without restriction.

Client acknowledges that the Service Provider's underlying methodologies, templates, and benchmarking processes (collectively, "Provider IP") are proprietary to Service Provider. Subject to full payment, Service Provider grants Client a non-exclusive, non-transferable license to use the final Document for Client’s internal business purposes; Provider retains all other rights in Provider IP.

Acceptance, Revisions, and Deliverable Format

Limitation of Liability; Indemnity

Except for liability arising from willful misconduct or gross negligence, neither party’s aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement. Each party shall indemnify and hold the other harmless from third-party claims arising out of its breach of this Agreement or its negligent acts or omissions.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above.

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