Report Generation Template

Report Generation Template

This Report Generation Agreement (the Agreement) is entered into effective as of (Effective Date) by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires periodic preparation and delivery of analytical and operational reports concerning Client business metrics, performance indicators and related data; and

WHEREAS, Service Provider represents that it has the expertise, personnel and systems necessary to generate, validate and deliver such reports in accordance with the terms and specifications set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the generation, acceptance, ownership, confidentiality and payment for the reports to be produced under this Agreement.

PARTY INFORMATION

SCOPE OF WORK

Service Provider shall produce the reports described in this section in accordance with the specifications, quality standards and delivery timelines set forth below. The reports shall be derived from Client-authorized data sources and shall conform to the acceptance criteria in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider fees for the services and deliverables specified in this Agreement in accordance with the schedule below. All fees are exclusive of taxes unless otherwise stated.

All invoices shall set forth the deliverable(s) for which payment is sought and shall be payable within the period specified in the Payment Schedule. If Client disputes an invoice in good faith, Client shall notify Service Provider in writing and the undisputed portion shall remain payable when due.

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 this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Client may terminate for convenience upon providing the notice period, subject to payment of fees for work performed and reasonable wind-down costs.

CONFIDENTIALITY AND DATA SECURITY

Each party shall treat as Confidential Information all non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential. Service Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of Client data, including encryption in transit and at rest where applicable, access controls and regular backup procedures.

Service Provider shall notify Client promptly in writing upon discovery of any unauthorized access to Client Confidential Information and shall cooperate with Client in investigating and remediating any such incident.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use reports delivered under this Agreement for Client's internal business purposes. Service Provider retains ownership of underlying tools, methodologies, algorithms and intellectual property used to generate the reports, but agrees not to use Client Confidential Information to derive or disclose proprietary Client data to third parties.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the reports will materially conform to the Acceptance Criteria for a period of thirty (30) days following delivery. EXCEPT FOR THE FOREGOING, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the services, provided that Service Provider remains responsible for the performance of its subcontractors and for ensuring subcontractor compliance with confidentiality and security obligations equivalent to those in 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 first attempt to resolve disputes through good faith negotiation prior to initiating litigation.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or signed statements of work incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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