ROI Report CDA

ROI Report Confidential Disclosure Agreement (CDA)

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Client desires to engage Provider to prepare a Return on Investment report and related analyses documenting projected and realized benefits (the "ROI Report"); and

WHEREAS, Provider possesses expertise and access to methodologies, models, source data and proprietary calculations necessary to produce the ROI Report and is willing to disclose such materials subject to the confidentiality and use restrictions set forth herein; and

WHEREAS, the parties wish to protect confidential, proprietary and commercially sensitive information exchanged in connection with the ROI Report and to define payment, term and ownership arrangements.

Report Identification

Month:   Day:   Year:

Scope of Work

Payment Terms

Client shall pay Provider the fees specified below in consideration for the Scope of Work.

Late fee: . In addition to late fees, Provider may suspend performance if invoices remain unpaid for more than days after invoicing.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date: Month: Day: Year:

End Date: Month: Day: Year:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon providing days' prior written notice. Termination does not relieve Client of payment obligations for services performed through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party in connection with the ROI Report, including without limitation financial models, cost assumptions, pricing, source data, customer lists, methodological notes, and proprietary algorithms.

Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, consultants or advisors with a need to know who are bound by obligations of confidentiality no less protective than those herein.

Confidentiality Period: Confidential Information shall remain subject to this confidentiality obligation for years from the date of disclosure, except for trade secrets which shall remain protected for as long as they meet the legal definition of trade secret.

Notwithstanding the foregoing, disclosures compelled by law or regulation are permitted provided Receiving Party gives prompt written notice to Disclosing Party and cooperates reasonably to seek a protective order or other remedy; any disclosure shall be limited to the minimum required.

Ownership; Use of Report

Provider retains all right, title and interest in methodologies, templates, models, source code and other pre-existing intellectual property used or developed in connection with the ROI Report. Client is granted a non-exclusive, non-transferable license to use the final ROI Report deliverables for internal business purposes only, subject to the confidentiality restrictions herein and any agreed restrictions on external publication or distribution.

Remedies

Breach of the confidentiality or ownership provisions would cause irreparable harm for which monetary damages may be inadequate; accordingly, the non-breaching party is entitled to seek injunctive relief in addition to any other remedies at law or in equity.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Except for injunctive relief, the parties agree that disputes shall be resolved by binding arbitration in accordance with commercially reasonable arbitration rules, with the arbitrator authorized to award any remedies available at law or equity.

Representations and Warranties; Indemnification

Each party represents that it has authority to enter into this Agreement. Provider warrants that the services will be performed with commercially reasonable skill and care. Client shall indemnify and hold Provider harmless from claims arising from Client's misuse of the ROI Report or unauthorized disclosure.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

Acknowledgment

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties.

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