1.  Services. The Client has engaged StrategicSource, Inc.( hereinafter SSI) to provide a spend analysis, and/or sourcing, and/or audit services. SSI will provide all deliverables as outlined in this proposal. 

2.  Effective Date. This Agreement shall be effective as of the effective date and shall continue in full force and effect for the consecutive months selected in the plan above. 

3.  Client Responsibility. Client shall identify all supplier agreements and is solely responsible for determining client-supplier obligations, termination requirements, and payment of early termination fees if applicable.  

4.  Confidentiality. SSI will protect all Client confidential information and Client agrees to protect all SSI information, processes, data, and pricing and will not share same with suppliers, competitors, or other parties without written consent of SSI. SSI may utilize suppliers to complete various analyses and in doing so will need to provide related Client data and information. 

5.  Client Obligations. Because supplier quotes are time sensitive, client agrees to make a decision on completed recommendations(those meeting client requirements) within 30 days of recommendation with either an approved or rejected status. Once an approved status is obtained, implementation can begin and cost savings will begin. 

6.  Guarantee. If applicable in the agreement, the guarantee to provide implementable recommendations/solutions to drive increased profits is based on projections of cost savings, new revenue opportunities, and recoveries of previous expenses for categories authorized and approved by the Client. Multi-year projections will be credited to SSI for purposes of meeting those guarantees. Cost savings are calculated based on the last price paid, less new price, times consumption, or forecasted consumption.  Multi-year savings will be included based on supplier price locks and the new baseline created plus typical inflation.  In some cases, process changes and fees related/payable to specific suppliers (Client responsible for fees) that generate savings may also apply. Rejected profit improvement projections of approved categories will be credited to SSI if client requirements were met in the recommendation. 

7.  Invoicing. The Client shall pay SSI the fees outlined above for services rendered to the Client. The fees will be due and payable as outlined in the agreement. Invoices paid later than 30 days will be assessed at 1.5% per month of the invoice amount.  

 8.  Incentives. If applicable in the agreement, incentives will be earned when SSI exceeds the engagement guarantees. Incentives are based on all work(expense reductions, new revenues, audit recoveries) recommended and implementable, and calculated as a % of all savings projections beyond the guarantee. SSI may invoice incentives on or after the anniversary date of the engagement, or at engagement termination. 

9.  Expenses. The Client agrees to reimburse SSI for all pre-approved expenses including travel(unless included in agreement) and necessary business expenses, unless waived in the agreement. Expenses will be invoiced the month following the actual expense occurrence and will be attached to the monthly invoice, same terms apply. 

10.  Term and Termination. The Agreement’s term is designated by the number of months associated with the selected program above. Client early termination will require a 90-day advanced written notice and will obligate the Client to pay all remaining unpaid fees up through the termination period as well as any earned incentives. Because of the various services in process during the engagement, Client’s early termination of the agreement will eliminate or waive any cost savings and audit guarantees provided in the agreement. Upon expiration of the initial term, the agreement will revert to a month-to-month support agreement at the current monthly fee. Upon mutual agreement to terminate this agreement, SSI will agree to deliver a 2-to-1 savings guarantee based upon payments received up to the date of termination. 

11.  Binding Agreement. This Agreement is binding upon the parties, their heirs, successors, and assigns. 

12.  Limitation of Liability. Except for breach of confidentiality, no party shall be liable for indirect, incidental, special, or consequential damages including damages for loss of profits, data, or use incurred by either party in contract or tort. Limitation of liabilities in no event shall exceed fees paid over the past three (3) months. 

13.  Governing Law. This Agreement shall be interpreted and governed in the State of Minnesota. Each party consents to exclusive jurisdiction in Minnesota and consents to mediation and arbitration with respect to any claims that arise out of this agreement. 

14.  Modification of Agreement. All modifications or amendments to this agreement will be in writing and signed by both parties. 

15.  Unenforceability. If any portion of this agreement is deemed to be held invalid and unenforceable, then the remainder of the agreement shall nevertheless remain in full force and effect. 

16.  Entire Agreement. This Agreement constitutes the entire agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all contemporaneous agreements or representations whether oral or written. This agreement may not be modified unless amended in writing by authorized representatives of each party.