Reporting Services Agreement

REPORTING SERVICES AGREEMENT

Parties

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

Recitals

WHEREAS, the Client desires to obtain periodic reporting, analysis and related data compilation services concerning the Client’s business operations, financial metrics, or other specified subject matter; and

WHEREAS, the Service Provider represents that it has the qualifications, experience, and personnel necessary to perform reporting and related services and is willing to provide such services to the Client under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Deliverables and Frequency: The Service Provider shall deliver reports as described above in accordance with the schedule set forth in the Payment Terms and Delivery Schedule. Specific deliverables, formats (electronic, PDF, spreadsheet), and transmission methods shall be as agreed and recorded in the Scope of Work.

Payment Terms

All fees are exclusive of taxes. The Client shall pay all undisputed invoices within the period specified in the Payment Schedule. If the Client disputes any portion of an invoice, it shall notify the Service Provider in writing within ten (10) days specifying the basis for the dispute; the undisputed portion shall be paid when due.

Term and Termination

Effective Date:

Termination Date/End Date:

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice. Upon termination, the Client shall pay for services rendered through the effective date of termination and for reasonable wind-down costs actually incurred by the Service Provider.

Confidentiality

Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and are bound by confidentiality obligations at least as restrictive as those herein.

Exceptions: Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, was rightfully known by the receiving party prior to disclosure, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully obtained from a third party without restriction.

Intellectual Property and Data

Ownership: Unless otherwise agreed in writing, the Client retains all ownership rights in Client data provided to the Service Provider. The Service Provider retains ownership of pre-existing tools, methodologies, software and any enhancements thereto, but grants the Client a non-exclusive, non-transferable license to any deliverable materials expressly created for the Client pursuant to this Agreement, subject to full payment.

Use of Data: The Service Provider may use aggregated and anonymized data derived from performance of the services for internal analytics and to improve services, provided that such use does not disclose Client’s Confidential Information or identify the Client.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. The Service Provider shall perform services with reasonable skill and diligence in accordance with industry standards. The Client shall indemnify and hold harmless the Service Provider from claims arising from Client-provided data that infringes third-party rights or is inaccurate.

Limitation of Liability: Except for willful misconduct or a party’s indemnification obligations, neither party’s aggregate liability for direct damages arising under this Agreement shall exceed the total fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, special, incidental or punitive damages.

Governing Law and Dispute Resolution

Governing Law: 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.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiations between senior executives. If unresolved within thirty (30) days, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any schedules, attachments and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

Amendment: Any modification or amendment of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Severability: If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. Waiver of any provision shall not be deemed a waiver of any other provision.

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