25G - AGMT - COST REVIEW SRVS - Laserfiche WebLink

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measured by the difference between the agreed upon Established Rates and Client's new costs as set forth in PA's report and documented through actual realized savings. In some cases, the PA staff may discover over billing, credits, rebates or other sources of revenue. This income is to be considered expense reduction for purposes of this Agreement and will be accounted for in the same manner as the expense reduction savings. This revenue shall be shared with PA after the refunds or other credits are realized by Client. In other cases, PA may have the ability to recover rebates or other compensation by contractors or service providers. PA shall disclose this compensation to Client and both parties shall share this revenue as savings at the time the revenue is received. It may be necessary to institute cost reduction strategies within a specific expense category in stages. If this occurs, then each stage of Implementation will be viewed with Its own billing cycle. 4,) CLIENT PARTICIPATION: Client shall give its full cooperation to PA in providing all required documents, invoices, contracts and staff consultation time to PA's evaluation team in order to conduct the expense reduction review. During the review process (not to exceed 90 days from the date PA receives the historical cost documentation from Client), Client agrees not to renegotiate, amend or extend in place contracts or introduce operational procedures /changes that will effect cost/pricing and or contractual obligations of the Client to the supplier. Any cost reduction made, during the specified assessment process will be credited to PA's presence and is therefore treated as such and factored into the shared revenue structure. During the course of the relationship between PA and Client, Client and PA understand that despite PA's recommendations, suggestions, potential suppliers and other proposals, Client has the right not to proceed with said proposals. However, if Client does pursue any or all of the documented review recommendations (with or without PA's further assistance), PA is entitled to the appropriate revenue share as outlined in Section 3 above. Client agrees to grant PA the right to review any materials (books, records, invoices, contracts or other information) related to the review category selected by Client in Section 1 above. Any additional Client request or engagement, written or otherwise, to review expenses in any areas not checked off in Section 1.) Will also be governed by this agreement. This Agreement shall commence with the Client's first PA invoice per expense category and will be in effect for an initial 36 month term. Each expense reduction category carries its own 36 month term /billing cycle commencing an the first invoice for that particular practice group. All invoices are due upon receipt. Any payments received more than 30 days from invoice date will be charged a 1.5% per month interest fee. If the savings is implemented in Stages, each Stage will carry its own 36 month term. PA and Client shall have the option to terminate this Agreement after the initial term with a 30 day prior written notice to the other party. 5.) CONFIDENTIALITY: Each party shall maintain in strict confidence all information received from the other party in the performance of this Agreement. Client acknowledges and agrees that any intellectual property developed or used by PA shall be the property of PA. IN WITNESS WHEREOF, Client has executed this Agreement to be effective on the date below. Company: By: Title: Signature: rr I Date: 00 P ROCU REAMERICA IYNF� ) ri *F i6FN' SFP ,1, '-s Procure America 31103 Rancho Viejo Road San Juan Capistrano CA 92079 25G -12