[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-performance-based-contract-D12702":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"PERFORMANCE-BASED CONTRACT This Performance-Based Contract (this \"CONTRACT\") is made and effective this [Date], BETWEEN: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \" Contractor \"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] NOW THEREFORE, in consideration of the mutual promises and obligations hereinafter set forth, the Parties agree as follows: PURPOSE The purpose of this Contract is to introduce performance-based contracting through issuance of a fixed-price, award-fee type of contract. [COMPANY NAME] retains and engages Contractor in his/her professional capacity to provide [SPECIFY]. The work to be performed by Contractor is defined in Exhibit A Scope of Work, to this Contract. Contractor acknowledges that the services to be performed for [COMPANY NAME] are those which s/he generally performs, in the independent established profession in which s/he is customarily engaged. PERIOD OF PERFORMANCE The term of this Contract will commence on [START DATE] and will expire on [END DATE], subject, however, to earlier termination as hereinafter provided. TYPE OF CONTRACT AND CONTRACT AMOUNT This is a type of fixed-price contract with an award fee. The fixed price is [SPECIFY] in U.S. dollars and is payable upon successful completion of the contract as stipulated in section 5: Final Product. The award fee is US$ [SPECIFY] and will be paid in addition to the fixed price, provided that the Contractor's performance is in accordance with the Indicators, at section 7. PAYMENT SCHEDULE Each of the first [SPECIFY NUMBER] payments under this Contract shall represent [SPECIFY] percent of the fixed price. They are scheduled for [DATE], [DATE], and [DATE]. Each of the next [SPECIFY NUMBER] payments shall represent [SPECIFY] percent of the fixed price. They are scheduled for [DATE] and [DATE]. The final payment shall represent [SPECIFY] percent of the fixed price and is scheduled for [DATE]. The payment schedule applies only to the fixed price of US dollars [SPECIFY]. An award-fee board shall be established to determine the award amount that the Contractor may earn in whole or in part at the end of the period of performance. The award-fee board shall be composed of at least three members of the Contractor's staff. The amount of the award fee to be paid to the Subcontractor shall be a determination unilaterally made by the award-fee board and is not subject to the dispute clause. Payment of the award fee shall be made after the expiration date of this contract. FINAL PRODUCT As part of the project, the Contractor must provide [SPECIFY]. The Contractor agrees to provide the necessary staff to participate in discussions with the client regarding evaluation results, program changes, revenue forecasts and related management issues during the pilot phase of this performance-based contract.",null,"Performance Based Contract","6",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/performance-based-contract-D12702.png","https://templates.business-in-a-box.com/imgs/250px/12702.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12702.xml",{"title":15,"description":6},"performance based contract",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Performance Based Contract Template","https://templates.business-in-a-box.com/imgs/400px/12702.png","https://templates.business-in-a-box.com/imgs/600px/12702.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Services & Consulting","/templates/services-and-consulting/",[35,39,43,47,51,55,59,63,67,71,75,79,83,96,112,127,146,159],{"label":36,"url":37,"thumb":38,"extension":10},"Performance Evaluation","/template/performance-evaluation-D694","https://templates.business-in-a-box.com/imgs/250px/694.png",{"label":40,"url":41,"thumb":42,"extension":10},"Performance Agreement","/template/performance-agreement-D14026","https://templates.business-in-a-box.com/imgs/250px/14026.png",{"label":44,"url":45,"thumb":46,"extension":10},"Checklist Home-Based Employee","/template/checklist-home-based-employee-D565","https://templates.business-in-a-box.com/imgs/250px/565.png",{"label":48,"url":49,"thumb":50,"extension":10},"How to Review Employee Performance","/template/how-to-review-employee-performance-D12595","https://templates.business-in-a-box.com/imgs/250px/12595.png",{"label":52,"url":53,"thumb":54,"extension":10},"Extended Date for Performance","/template/extended-date-for-performance-D158","https://templates.business-in-a-box.com/imgs/250px/158.png",{"label":56,"url":57,"thumb":58,"extension":10},"Checklist Giving Job Performance Feedback","/template/checklist-giving-job-performance-feedback-D686","https://templates.business-in-a-box.com/imgs/250px/686.png",{"label":60,"url":61,"thumb":62,"extension":10},"How to Review a Supplier Contract","/template/how-to-review-a-supplier-contract-D12593","https://templates.business-in-a-box.com/imgs/250px/12593.png",{"label":64,"url":65,"thumb":66,"extension":10},"Worksheet_Evaluating Management Performance","/template/worksheet_evaluating-management-performance-D135","https://templates.business-in-a-box.com/imgs/250px/135.png",{"label":68,"url":69,"thumb":70,"extension":10},"Audit Contract","/template/audit-contract-D13507","https://templates.business-in-a-box.com/imgs/250px/13507.png",{"label":72,"url":73,"thumb":74,"extension":10},"Business Contract","/template/business-contract-D13818","https://templates.business-in-a-box.com/imgs/250px/13818.png",{"label":76,"url":77,"thumb":78,"extension":10},"Catering Contract","/template/catering-contract-D12731","https://templates.business-in-a-box.com/imgs/250px/12731.png",{"label":80,"url":81,"thumb":82,"extension":10},"Contract Addendum","/template/contract-addendum-D13172","https://templates.business-in-a-box.com/imgs/250px/13172.png",{"description":84,"descriptionCustom":6,"label":85,"pages":8,"size":9,"extension":10,"preview":86,"thumb":87,"svgFrame":88,"seoMetadata":89,"parents":91,"keywords":90,"url":95},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":90,"description":6},"service agreement",[92,94],{"label":18,"url":93},"business-legal-agreements",{"label":18,"url":93},"/template/service-agreement-D12711",{"description":97,"descriptionCustom":6,"label":98,"pages":99,"size":9,"extension":10,"preview":100,"thumb":101,"svgFrame":102,"seoMetadata":103,"parents":105,"keywords":110,"url":111},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long","12","https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":104,"description":6},"consulting agreement long",[106,107],{"label":18,"url":93},{"label":108,"url":109},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":113,"descriptionCustom":6,"label":114,"pages":99,"size":115,"extension":10,"preview":116,"thumb":117,"svgFrame":118,"seoMetadata":119,"parents":120,"keywords":125,"url":126},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[121,124],{"label":122,"url":123},"Software & Technology","software-technology-business",{"label":122,"url":123},"service level agreement","/template/service-level-agreement-D778",{"description":128,"descriptionCustom":6,"label":129,"pages":130,"size":131,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":136,"keywords":144,"url":145},"SALES REPRESENTATIVE AGREEMENT This Sales Representative Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SALES REPRESENTATIVE NAME] (the \"Sales Representative\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Sales Representative agrees to: Represent and sell the Company's products/services in the geographic area known as [Area name]. Accurately represent and state Company policies to all potential and present customers. Promptly mail in all leads and orders to the Company. Inform the sales manager of all problems concerning Company customers within the sales territory. Inform the sales manager if the Sales Representative is representing, or plans to represent any other business firm. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area. Telephone the Company with reasonable frequency to discuss sales activity within the territory. Provide company [NUMBER]-days' notice should the Representative intend to terminate this Agreement. ","Sales Representative Agreement","2",36,"https://templates.business-in-a-box.com/imgs/1000px/sales-representative-agreement-D556.png","https://templates.business-in-a-box.com/imgs/250px/556.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#556.xml",{"title":6,"description":6},[137,140,143],{"label":138,"url":139},"Human Resources","human-resources",{"label":141,"url":142},"Hire an Employee","hire-employee",{"label":18,"url":93},"sales representative agreement","/template/sales-representative-agreement-D556",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":9,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":158},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":154,"description":6},"master service agreement",[156,157],{"label":18,"url":93},{"label":18,"url":93},"/template/master-service-agreement-D12657",{"description":160,"descriptionCustom":6,"label":161,"pages":162,"size":9,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":167,"url":173},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":167,"description":6},"non disclosure agreement nda",[169,170],{"label":18,"url":93},{"label":171,"url":172},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":176,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":251,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":455,"diy_vs_lawyer":468,"jurisdictions":481,"related_template_ids_curated":502,"schema":509,"classification":510},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Performance-Based Contract Template (Free Word)","Free performance-based contract template tying payment to measurable KPIs. Covers baselines, payment formulas, measurement methods, and dispute resolution. Free Word and PDF download.","performance-based contract template",[15,181,182,183,184,185,186,187],"performance contract template","pay for performance contract","performance based agreement template","kpi contract template","outcome based contract template","performance based contract template word","performance based contract free download",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192,"notarization_required":174},"advanced",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Performance-Based Contract is a legally binding agreement that ties all or part of a vendor's or contractor's compensation to the achievement of defined, measurable outcomes — KPIs, revenue targets, cost savings, or operational metrics — rather than hours logged or deliverables submitted. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF to govern any engagement where results matter more than effort.\n","Use it when engaging a marketing agency on revenue-share terms, hiring a consultant whose fee is tied to documented cost savings, or structuring a vendor contract where service quality is measured against agreed baselines. It is also appropriate when a client requests outcome-based billing or when a standard time-and-materials agreement does not adequately protect either party's interests.\n","Defined KPIs with baselines and targets, measurement methodology and data sources, payment formulas (fixed base plus variable, or purely variable), reporting cadence and audit rights, a remediation process for underperformance, dispute resolution covering measurement disagreements, and IP and confidentiality provisions protecting data shared during the engagement.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Marketing agencies","Structuring revenue-share or performance-bonus engagements with clients","persona-agency",{"title":205,"use_case":206,"icon_asset_id":207},"Management consultants","Billing clients a share of documented cost savings or efficiency gains","persona-consultant",{"title":209,"use_case":210,"icon_asset_id":211},"SaaS and technology vendors","Guaranteeing uptime, conversion rates, or revenue lift under contract","persona-saas-vendor",{"title":213,"use_case":214,"icon_asset_id":215},"Procurement and operations managers","Holding suppliers accountable to quality, delivery, or cost targets","persona-operations-director",{"title":217,"use_case":218,"icon_asset_id":219},"Startup founders","Engaging growth or sales contractors on outcome-based compensation","persona-startup-founder",{"title":221,"use_case":222,"icon_asset_id":223},"HR and talent leaders","Formalizing executive or sales-team pay tied to measurable business results","persona-hr-manager",[225,229,233,237,240,243,247],{"situation":226,"recommended_template":227,"slug":228},"Engaging a marketing agency with a base retainer plus performance bonus","Performance-Based Contract (Marketing)","performance-based-contract-D12702",{"situation":230,"recommended_template":231,"slug":232},"Consulting engagement billed entirely as a share of documented savings","Consulting Agreement (Contingency Fee)","consulting-agreement---long-D12543",{"situation":234,"recommended_template":235,"slug":236},"Vendor SLA with financial penalties for missing uptime or quality targets","Service Level Agreement (SLA)","service-level-agreement-D778",{"situation":238,"recommended_template":129,"slug":239},"Sales representative compensated by commission only","sales-representative-agreement-D556",{"situation":241,"recommended_template":85,"slug":242},"Standard fixed-fee project engagement with no variable component","service-agreement-D12711",{"situation":244,"recommended_template":245,"slug":246},"Long-term vendor relationship with KPIs embedded in a master agreement","Master Services Agreement","master-service-agreement-D12657",{"situation":248,"recommended_template":249,"slug":250},"Employee or executive pay tied to annual performance targets","Employment Contract","employment-agreement_at-will-employee-D541",[252,255,258,261,264,267,270,273,276,279,282],{"term":253,"definition":254},"Key Performance Indicator (KPI)","A specific, measurable metric — such as revenue growth, cost reduction percentage, or uptime — used to evaluate whether performance targets have been met.",{"term":256,"definition":257},"Baseline","The agreed starting value of a KPI measured before the engagement begins, against which all improvements or declines are calculated.",{"term":259,"definition":260},"Performance Threshold","The minimum level of KPI achievement below which no variable payment is earned; performance above this floor triggers the payment formula.",{"term":262,"definition":263},"Payment Formula","The mathematical rule that translates a KPI result into a dollar amount — for example, 15% of documented cost savings between $50,000 and $200,000.",{"term":265,"definition":266},"Measurement Methodology","The agreed process, data sources, and calculation rules used to determine whether a KPI target has been met — specified in enough detail to resolve disputes objectively.",{"term":268,"definition":269},"Audit Rights","A contractual right allowing one party to inspect the other's records, data, or systems to verify that reported KPI results are accurate.",{"term":271,"definition":272},"Remediation Period","A defined window — typically 30 to 90 days — during which an underperforming party must cure the deficiency before termination rights or financial penalties are triggered.",{"term":274,"definition":275},"Revenue Share","A payment structure where the contractor or vendor receives a defined percentage of revenue generated directly attributable to their work.",{"term":277,"definition":278},"Shared Savings","A model in which documented cost reductions are split between the client and the service provider according to a pre-agreed percentage.",{"term":280,"definition":281},"Attribution","The contractual and methodological rules for determining what portion of a KPI outcome is caused by the contractor's work versus external market factors or the client's own actions.",{"term":283,"definition":284},"Earnback","A mechanism allowing a contractor who has paid a financial penalty for underperformance to recover that penalty by exceeding targets in a subsequent measurement period.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Parties, scope, and purpose","Identifies both parties as legal entities, defines the services or work being performed, and states that compensation is contingent on measurable outcomes.","This Performance-Based Contract ('Agreement') is entered into on [DATE] between [CLIENT LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Client'), and [CONTRACTOR LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Contractor'). Contractor shall provide [DESCRIPTION OF SERVICES] as further described in Schedule A. Compensation shall be determined in whole or in part by the achievement of the KPIs defined in Schedule B.","Describing services too broadly in the body and relying on a vague schedule. If the scope is ambiguous, disagreements over which activities count toward a KPI arise immediately after the first measurement period.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"KPI definitions and baselines","Lists each KPI by name, defines it precisely, establishes the baseline value measured before work begins, and states the target value and the measurement period.","KPI 1: Monthly Recurring Revenue (MRR) — defined as total monthly subscription revenue net of refunds. Baseline (as of [DATE]): $[AMOUNT]. Target: $[AMOUNT] by [DATE]. Measurement Period: calendar month. KPI 2: [NAME] — defined as [DEFINITION]. Baseline: [VALUE]. Target: [VALUE].","Setting targets without documenting the baseline at contract execution. If baseline data is added later, one party will dispute the starting point when it determines the size of the variable payment.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Measurement methodology and data sources","Specifies exactly how each KPI will be measured — which system or tool generates the data, who has access, how often data is pulled, and which party's records control in a dispute.","MRR shall be measured using data exported from [CLIENT CRM/BILLING PLATFORM] on the last business day of each calendar month. Both parties shall have read-only access to the reporting dashboard. In the event of a discrepancy between the parties' records, [CLIENT / THIRD-PARTY AUDITOR] data shall be deemed authoritative, subject to the dispute resolution clause.","Naming a platform without specifying which report or metric definition within that platform. Platforms like Salesforce or HubSpot have multiple ways to calculate 'revenue' — the contract must pin down the exact report and any applied filters.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Payment formula and schedule","Defines the formula that converts KPI results into dollar amounts, states any caps or floors on variable pay, and sets the date by which payment must be made after each measurement period closes.","For each measurement period in which MRR exceeds the Baseline by more than [X]%, Contractor shall earn a performance fee equal to [Y]% of the MRR increase above the Baseline, up to a maximum of $[CAP] per period. Performance fees are due within [30] days of the close of each measurement period. No performance fee is earned for periods in which MRR is at or below the Baseline.","Omitting a payment cap. Without a ceiling, a single anomalous result — a one-time enterprise contract that skews MRR — can generate a payment far larger than either party anticipated, damaging the relationship.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Reporting and audit rights","Requires the client to provide KPI data on a defined schedule, gives the contractor the right to audit supporting records, and establishes how discrepancies trigger review.","Client shall deliver a KPI report to Contractor within [10] business days of the close of each measurement period. Contractor shall have the right, upon [15] days' written notice, to audit Client's records relating to the KPI calculations no more than once per calendar year. If audit findings reveal an underpayment of more than [5]%, Client shall reimburse Contractor's reasonable audit costs.","Giving the contractor audit rights without a frequency limit or cost-allocation rule. Unlimited audit rights create operational burden for the client and become a harassment tool in contentious engagements.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Attribution and exclusions","Defines what portion of a KPI result is attributable to the contractor's work and excludes external factors — market downturns, client pricing changes, or unrelated campaigns — from the calculation.","Performance fees are calculated only on KPI movements directly attributable to Contractor's services as defined in Schedule A. The following are excluded from KPI calculations: (a) revenue from clients sourced by Client independently of Contractor's work; (b) revenue changes resulting from Client's changes to pricing or product; (c) market-wide fluctuations documented by [INDUSTRY INDEX].","Omitting an attribution clause entirely, then discovering mid-engagement that a pricing change the client made independently drove most of the measured improvement. Clear exclusions prevent disputes that neither party can resolve objectively.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Underperformance, remediation, and penalties","Sets the threshold below which underperformance is formally triggered, the remediation period and required corrective steps, and the financial consequences if the deficiency is not cured.","If Contractor fails to achieve [X]% of any KPI target in two consecutive measurement periods ('Underperformance Event'), Client shall provide written notice. Contractor shall have [60] days to cure the deficiency ('Remediation Period'). If the KPI target is not met at the end of the Remediation Period, Client may terminate this Agreement on [30] days' notice without early-termination fees.","Triggering termination after a single missed period without a remediation window. One underperforming month is often attributable to seasonal variation or a data anomaly — skipping remediation creates resentment and invites litigation.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Confidentiality and data handling","Protects the client's KPI data, revenue figures, and customer information shared with the contractor for measurement purposes, and restricts the contractor from using that data for any purpose other than performing under this agreement.","Contractor shall treat all KPI data, financial records, and customer information provided by Client as Confidential Information. Contractor shall not use such information for any purpose other than performing its obligations under this Agreement. This obligation survives termination for [3] years.","Using a generic NDA clause that does not specifically address KPI and financial data shared for measurement. Revenue and customer data is typically more sensitive than general business information — name it explicitly.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Term, termination, and wind-down","States the initial contract term, renewal conditions, each party's termination rights, and how in-progress measurement periods are handled when the contract ends.","This Agreement commences on [START DATE] and continues for an initial term of [12] months, renewing automatically for successive [6]-month periods unless either party provides [60] days' written notice of non-renewal. On termination, any open measurement period shall be closed as of the termination date, and performance fees for the partial period shall be calculated pro rata.","No provision for how to treat a measurement period that is open when the contract terminates. Without it, the contractor may argue they are owed a full period's fee for a partial period of work.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Dispute resolution for measurement disagreements","Creates a specific mechanism for resolving disputes about KPI calculations — escalation to senior management first, then an independent expert, before arbitration or litigation is available.","Any dispute concerning KPI calculations shall be escalated first to each party's senior representative within [10] business days of written notice. If unresolved after [20] business days, either party may refer the matter to an independent accountant or data analyst agreed upon by the parties (or appointed by [PROFESSIONAL BODY] if no agreement is reached), whose determination shall be final and binding. Costs of the independent expert shall be borne by the party whose position the expert rejects, or split equally if the expert finds each party partially correct.","Routing measurement disputes through general commercial arbitration from the start. Measurement disputes are technical, not legal — an independent data expert resolves them faster and at a fraction of the cost of a commercial arbitrator.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify and define each KPI precisely","List every metric that will drive payment. For each one, write a one-sentence definition that specifies what is being measured, how it is calculated, and what the unit of measurement is. Avoid shorthand like 'sales' — use 'net new monthly recurring revenue from new logo customers, excluding upsells and renewals.'","Limit the agreement to three to five KPIs. More than five creates measurement overhead and attribution confusion that neither party can manage operationally.",{"step":343,"title":344,"description":345,"tip":346},2,"Document baselines at contract execution","Pull current KPI values from the agreed data source on or before the contract's effective date and attach the exported report as Exhibit 1. Both parties should sign or initial the baseline data to prevent later disputes about the starting point.","If the data source has not been set up yet, delay the contract's effective date until it is operational — never agree to a baseline 'to be determined later.'",{"step":348,"title":349,"description":350,"tip":351},3,"Write the payment formula with a cap and floor","Draft the formula so any moderately numerate person can calculate the payment from the reported KPI values without ambiguity. Add a performance threshold below which no variable payment is earned, and a per-period cap above which no additional payment accrues regardless of overperformance.","Run the formula through at least three hypothetical scenarios — baseline, 50% of target, and 150% of target — before finalizing. If the outputs feel wrong at any scenario, revise the formula.",{"step":353,"title":354,"description":355,"tip":356},4,"Specify the measurement methodology in Schedule B","Name the exact platform, report, and any filters used to generate each KPI. State who pulls the data, when, and in what format it is shared. If a third-party analytics tool is used, confirm both parties have access before signing.","Screenshot the exact report configuration and attach it to the schedule. Platform dashboards change — a screenshot anchors the agreed methodology if the vendor updates their UI.",{"step":358,"title":359,"description":360,"tip":361},5,"Define attribution rules and exclusions","List every category of KPI movement that will be excluded from the performance calculation — client-initiated price changes, seasonality adjustments, unrelated marketing spend, or acquired revenue. Be specific: 'any month where Client runs paid advertising exceeding $[X]' is more enforceable than 'external factors.'","Have both parties brainstorm five scenarios where the KPI moves for reasons unrelated to the contractor's work, then write exclusions to cover each one.",{"step":363,"title":364,"description":365,"tip":366},6,"Set the reporting cadence and access permissions","State the exact day each measurement period closes, the number of business days the client has to deliver the KPI report, and the contractor's access level to the underlying data platform. Grant read-only dashboard access where possible.","Monthly measurement periods are the most operationally manageable. Quarterly periods reduce reporting overhead but delay identification of underperformance until significant time has been lost.",{"step":368,"title":369,"description":370,"tip":371},7,"Draft the remediation and termination triggers","Define what constitutes an underperformance event — for example, missing any KPI by more than 20% for two consecutive periods — and the exact steps and timeline for the remediation process before any termination right arises.","Mirror the remediation period length to the measurement period. A 30-day remediation window for a monthly KPI gives the contractor one full cycle to demonstrate improvement.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute before the measurement period begins","Both parties must sign the contract, and baseline data must be attached and initialed, before the first measurement period opens. A retroactive execution after work has begun creates disputes about whether the agreed KPIs apply to the already-elapsed period.","Use an e-signature platform that timestamps execution and stores the signed copy with the baseline data attachment in a shared, immutable location accessible to both parties.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Undefined or loosely defined KPIs","Vague KPIs like 'improve sales' or 'grow traffic' cannot be objectively measured, making every payment calculation a negotiation rather than a formula. Disputes arise within the first measurement period and often never resolve cleanly.","Write a one-sentence KPI definition that specifies the metric, the calculation method, the data source, and the unit of measurement. Test it by asking: could a neutral accountant calculate this from the data alone?",{"mistake":383,"why_it_matters":384,"fix":385},"No documented baseline at signing","Without a signed, dated baseline attached to the contract, either party can dispute the starting value — and since the baseline directly determines the size of every payment, the entire variable compensation structure collapses.","Export baseline data from the agreed platform on the contract's effective date, attach it as a signed exhibit, and delay the effective date if the measurement platform is not yet live.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting an attribution or exclusions clause","KPIs are influenced by factors outside the contractor's control — client pricing decisions, market conditions, seasonal patterns. Without exclusions, the contractor earns fees for results they did not drive, or the client withholds fees for shortfalls the contractor did not cause.","Jointly brainstorm at least five scenarios where the KPI moves for reasons unrelated to the contractor's services and write specific exclusions into the attribution clause covering each one.",{"mistake":391,"why_it_matters":392,"fix":393},"No cap on variable payments","A single anomalous measurement period — a large one-time contract, a viral campaign, or a pricing change — can generate a variable payment far exceeding either party's expectation, damaging the commercial relationship and creating pressure to renegotiate mid-term.","Set a per-period payment cap expressed as either a dollar amount or a multiple of the base fee. Run the formula at 200% of target to confirm the cap produces an outcome both parties consider fair.",{"mistake":395,"why_it_matters":396,"fix":397},"Routing measurement disputes directly to arbitration","Commercial arbitration costs $5,000–$50,000 and takes months — far disproportionate to a dispute about whether a dashboard pulled the correct date range. Most measurement disputes are data or methodology questions, not legal ones.","Add a two-step escalation: senior representative review first, then a neutral independent expert (accountant or data analyst) whose finding is binding. Reserve arbitration only for disputes the expert mechanism cannot resolve.",{"mistake":399,"why_it_matters":400,"fix":401},"No provision for open measurement periods on termination","If the contract is terminated mid-period, the contractor may argue they are owed a full period's variable fee for partial work, while the client argues no fee is owed for an incomplete period. The resulting dispute delays final settlement and creates litigation risk.","Add a clause specifying that any open measurement period is closed as of the termination date, with performance fees calculated on a pro-rata basis using the KPI data available at that date.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a performance-based contract?","A performance-based contract is a legally binding agreement that ties all or part of a service provider's compensation to the achievement of specific, measurable outcomes — such as revenue growth, cost savings, uptime percentages, or conversion rates — rather than paying a fixed fee for time or deliverables. The contract defines the KPIs, baseline values, payment formula, measurement methodology, and what happens when targets are missed.\n",{"question":407,"answer":408},"What types of engagements suit a performance-based contract?","Performance-based contracts work well for marketing and growth agencies billing on revenue share, management consultants charging a percentage of documented savings, technology vendors guaranteeing SLA metrics, sales contractors paid by commission, and any vendor relationship where the client's priority is measurable outcomes rather than hours spent. They are less appropriate for creative or research work where outputs are subjective or outcomes are influenced heavily by factors outside the contractor's control.\n",{"question":410,"answer":411},"How are KPIs defined in a performance-based contract?","Each KPI should be defined with a one-sentence description of what is measured, the exact calculation method, the data source, the unit of measurement, the baseline value at contract execution, the target value, and the measurement period. Definitions precise enough for a neutral accountant to calculate without additional context are generally enforceable; vague terms like \"improved performance\" are not.\n",{"question":413,"answer":414},"What is a payment formula and how should it be structured?","A payment formula converts a KPI result into a specific dollar amount. Common structures include a fixed percentage of the measured improvement above baseline, a tiered rate that increases as performance exceeds different thresholds, or a flat bonus triggered when a binary target is met. Every formula should include a performance threshold below which no variable pay is earned and a per-period cap above which no additional payment accrues, regardless of overperformance.\n",{"question":416,"answer":417},"What happens when the parties disagree on whether a KPI target was met?","A well-drafted performance-based contract includes a tiered dispute resolution mechanism specific to measurement disagreements. The first step is escalation to senior representatives from each party. If unresolved, the dispute goes to a neutral independent expert — typically an accountant or data analyst — whose determination is binding. General commercial arbitration should be reserved for disputes the expert mechanism cannot resolve, as it is far more expensive and time-consuming.\n",{"question":419,"answer":420},"Is a performance-based contract enforceable?","A performance-based contract is generally enforceable when properly executed, provided the KPIs are objectively measurable, the payment formula is unambiguous, and the measurement methodology is specified in enough detail to be applied without additional negotiation. Courts and arbitrators in the US, Canada, the UK, and the EU have consistently upheld outcome-based payment structures when the metrics and formula meet the definiteness standard required for contract enforcement.\n",{"question":422,"answer":423},"What is attribution and why does it matter in performance contracts?","Attribution is the contractual rule that determines what portion of a KPI movement is caused by the contractor's work versus external factors such as market trends, client pricing changes, or seasonal patterns. Without an attribution clause, contractors can claim fees for improvements they did not drive, and clients can withhold fees for shortfalls caused by their own decisions. Clear exclusions for identifiable external factors are the most practical way to manage attribution risk.\n",{"question":425,"answer":426},"Do I need a lawyer to draft a performance-based contract?","For straightforward domestic engagements with simple KPIs and a standard payment formula, a high-quality template is usually sufficient. Legal review is strongly recommended when the engagement involves large variable payments, complex attribution rules, cross-border performance measurement, regulated industries, or KPIs tied to sensitive financial data. A 2–3 hour template review typically costs $400–$800 and is cost-effective for any engagement where annual variable fees could exceed $50,000.\n",{"question":428,"answer":429},"How should baseline data be handled at contract signing?","Baseline data should be exported from the agreed measurement platform on or before the contract's effective date, attached to the contract as a signed exhibit, and initialed by both parties. If the measurement platform is not yet operational, the contract's effective date should be delayed until it is. Agreeing to determine baselines later is the single most common cause of disputes in performance-based engagements.\n",[431,435,439,443,447,451],{"industry":432,"icon_asset_id":433,"specifics":434},"Marketing and Advertising","industry-marketing","Revenue share and lead generation KPIs require tight attribution rules separating agency-driven results from organic or brand-spend traffic.",{"industry":436,"icon_asset_id":437,"specifics":438},"Technology / SaaS","industry-saas","Uptime, activation rate, and feature adoption KPIs are measured from platform telemetry; both parties need read access to the same analytics instance.",{"industry":440,"icon_asset_id":441,"specifics":442},"Professional Services","industry-professional-services","Shared-savings models for consulting engagements require agreed cost accounting methodology to prevent disputes over which expense lines are in scope.",{"industry":444,"icon_asset_id":445,"specifics":446},"Healthcare","industry-healthtech","Outcome-based vendor contracts must comply with anti-kickback regulations and HIPAA data-sharing restrictions when KPI data includes patient or claims information.",{"industry":448,"icon_asset_id":449,"specifics":450},"Construction and Facilities","industry-construction","Energy-performance contracts and efficiency-improvement agreements rely on baseline utility data and agreed measurement and verification protocols such as IPMVP.",{"industry":452,"icon_asset_id":453,"specifics":454},"Financial Services","industry-fintech","Revenue-share and AUM-based fee structures must be reviewed against securities regulations and fiduciary duty rules before execution.",[456,458,462,465],{"vs":85,"vs_template_id":242,"summary":457},"A service agreement pays a fixed fee for defined deliverables or hours, regardless of outcomes achieved. A performance-based contract makes all or part of the fee contingent on measurable results. Use a service agreement when outcomes are difficult to attribute or measure objectively; use a performance-based contract when both parties agree on what success looks like and how to measure it.",{"vs":459,"vs_template_id":460,"summary":461},"Consulting Agreement","consulting-agreement-D156","A consulting agreement typically pays a fixed day rate or project fee for advice and recommendations. A performance-based contract pays for results — such as a percentage of documented savings or revenue growth. The two can be combined: a base consulting fee covering costs plus a variable component tied to KPI achievement.",{"vs":235,"vs_template_id":463,"summary":464},"service-level-agreement-D12727","An SLA defines minimum service standards and attaches financial penalties — credits or refunds — when those minimums are missed. A performance-based contract uses KPIs to calculate variable upside payments, not just penalties. An SLA protects the client from underperformance; a performance-based contract creates shared upside for overperformance.",{"vs":129,"vs_template_id":466,"summary":467},"sales-representative-agreement-D12725","A sales representative agreement governs an ongoing relationship with a defined territory, product scope, and commission structure. A performance-based contract is broader — it can apply to any service type and any measurable outcome, not just sales. When the engagement is specifically about selling products, the sales rep agreement's territory, exclusivity, and commission clawback provisions are more appropriate.",{"use_template":469,"template_plus_review":473,"custom_drafted":477},{"best_for":470,"cost":471,"time":472},"Domestic engagements with straightforward KPIs, a simple payment formula, and annual variable fees below $50,000","Free","1–3 hours",{"best_for":474,"cost":475,"time":476},"Engagements with complex attribution rules, sensitive financial data, or annual variable fees between $50,000 and $500,000","$400–$800","2–4 days",{"best_for":478,"cost":479,"time":480},"Cross-border engagements, regulated industries, equity or revenue-share structures, or variable fees exceeding $500,000 annually","$2,000–$8,000+","1–4 weeks",[482,487,492,497],{"code":483,"name":484,"flag_asset_id":485,"note":486},"us","United States","flag-us","Performance-based contracts are generally enforceable under US contract law when the payment trigger is sufficiently definite. State law governs — California courts apply a strict definiteness standard to variable compensation clauses, and California Labor Code provisions may apply when the contractor is later reclassified as an employee. Anti-kickback statutes (Stark Law, AKS) restrict outcome-based fee structures in healthcare. Commission payment timing is regulated at the state level in many jurisdictions.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"ca","Canada","flag-ca","Canadian courts enforce outcome-based payment structures provided the KPIs and formula are sufficiently certain to allow calculation without further agreement. Ontario and British Columbia have specific rules on commission and variable-pay timing for workers who may be characterized as dependent contractors. Quebec's Civil Code applies a distinct analytical framework to conditional payment obligations. French-language contract requirements apply to Quebec-regulated engagements.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"uk","United Kingdom","flag-uk","Performance-based contracts are enforceable under English and Scots law as conditional payment obligations, provided the triggering condition — the KPI — is objectively measurable and not within one party's sole discretion. The Unfair Contract Terms Act 1977 and Consumer Rights Act 2015 may limit penalty-heavy structures in B2C contexts. IR35 rules require careful contractor classification where performance fees are paid to personal service companies.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"eu","European Union","flag-eu","EU member states generally enforce outcome-based payment structures under national contract law, but rules on variable compensation, particularly for workers who may qualify as dependent contractors, vary significantly across France, Germany, Spain, and the Netherlands. GDPR applies whenever KPI measurement involves personal data — data processing agreements should be executed alongside the performance contract. The EU Late Payment Directive sets maximum payment periods for B2B transactions that affect performance fee settlement timelines.",[242,232,236,239,246,503,250,504,505,506,507,508],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","marketing-agreement-D12796","statement-of-work-D12981","joint-venture-agreement-D889","revenue-sharing-agreement-D13477",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":93,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":521},"services-and-consulting","agreement","general","all-stages",[516,517,518,519,520],"contract","legal","performance-based-contract","vendor-agreement","kpi-based-compensation",0.92,"\u003Ch2>What is a Performance-Based Contract?\u003C/h2>\n\u003Cp>A \u003Cstrong>Performance-Based Contract\u003C/strong> is a legally binding agreement that conditions all or part of a service provider's compensation on the achievement of defined, measurable outcomes rather than — or in addition to — hours worked or deliverables submitted. It specifies the KPIs that trigger payment, the baseline values against which improvement is measured, the formula that converts results into dollars, the data sources and methodology used to verify those results, and the process for resolving disputes when the parties disagree on whether a target was met. Unlike a standard service agreement, a performance-based contract aligns the financial interests of both parties directly with the outcomes that matter to the client.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a performance-based contract, outcome-driven engagements quickly devolve into arguments about attribution, measurement, and what "success" actually meant. A marketing agency that generated strong leads will insist on payment; a client whose revenue didn't increase will refuse. A consultant who reduced costs by 12% will calculate fees on one baseline; the client's finance team will use a different one. These disputes are not resolvable without a document that locked in the definitions, baselines, and formulas before work began. Beyond preventing payment disputes, a properly drafted performance-based contract protects the confidential financial and customer data the client shares for measurement purposes, gives the contractor enforceable audit rights, and creates a structured remediation path when targets are missed — avoiding abrupt terminations that benefit neither party. This template gives you a complete, attorney-reviewed framework you can adapt in hours rather than days.\u003C/p>\n",1781185943563]