Business Activation Program

Business Activation Program Agreement

This Business Activation Program Agreement (the Agreement) is entered into as of between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client seeks to activate and accelerate a commercial offering, product line, or operational capability through advisory, implementation, and marketing support (the Program); and

WHEREAS, Provider represents that it has the expertise, personnel, and systems necessary to deliver the Program services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows.

SCOPE OF SERVICES

Provider shall perform the services and deliverables necessary to implement the Business Activation Program as described below. Services include, without limitation, strategic planning, market activation, operational setup, training, and handover. Specific deliverables, milestones, responsibilities, acceptance criteria, and timelines shall be set forth in the Detailed Scope field.

PAYMENT TERMS

Client agrees to pay Provider the Program Fee in accordance with the schedule and terms set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing. Provider shall submit invoices to the Client in accordance with the agreed schedule, and Client shall pay undisputed invoices within the time specified below.

Late Payment: Any undisputed amount not paid within days of the invoice due date shall accrue interest at percent per month, compounded monthly, or the maximum lawful rate if less. A minimum administrative late fee of shall also apply to any past due balance.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Provider for all services performed and expenses reasonably incurred through the effective date of termination, including any non-cancellable commitments. Provider shall deliver to Client all work in progress and completed deliverables upon receipt of payment for services performed through the effective date.

CONFIDENTIALITY

Definition: For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party (Discloser) to the other (Recipient) that is designated as confidential or that, given the nature of the information, a reasonable person would understand to be confidential.

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

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is developed independently by Recipient without use of or reference to Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice to permit Discloser to seek a protective order or other remedy.

Duration: Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing intellectual property and any tools, methodologies, or templates used to perform the services. Client shall own deliverables specifically prepared for Client and expressly identified as such in the Detailed Scope, subject to Client's payment in full. Provider hereby grants Client a perpetual, non-exclusive, non-transferable license to use Provider-owned materials incorporated into delivered work products to the extent necessary for Client's internal business operations.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, damages, and reasonable costs (including attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its material obligations under this Agreement, provided that the indemnified party gives prompt written notice of any claim and reasonable cooperation in the defense and settlement of the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of law principles that would result in the application of any other law.

ENTIRE AGREEMENT

This Agreement, including the Detailed Scope of Work and any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates by written notice. Notices are effective upon receipt.

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