Business Adjusted Plan

BUSINESS ADJUSTED PLAN

WHEREAS

This Business Adjusted Plan (the "Plan") is made and entered into as of Effective Date: , by and between Client Name: (\"Client\") and Adjusting Party Name: (\"Adjusting Party\").

WHEREAS, Client currently operates certain business initiatives and desires to implement adjustments to its business plan, operations, and deliverables to address identified market, operational, or financial considerations; and

WHEREAS, the Adjusting Party has the expertise and capacity to assess, document, and implement the agreed adjustments and to provide related advisory and execution services under the terms set forth in this Plan.

SCOPE OF WORK

The Adjusting Party will perform the work described below and deliver the stated outputs in accordance with the delivery schedule and acceptance criteria set forth in this Plan.

PAYMENT TERMS

Client will pay Adjusting Party compensation as follows. All amounts are in the currency specified in the invoice and are exclusive of any taxes unless otherwise stated.

All payments shall be made against invoices issued by the Adjusting Party. Disputed amounts must be notified in writing within ten (10) days of receipt of invoice. Undisputed amounts shall remain due and payable according to the schedule above. Client shall also reimburse Adjusting Party for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Scope of Work.

TERM AND TERMINATION

This Plan shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Plan for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Plan, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Plan, including business plans, financial data, customer lists, technical information, and strategic initiatives. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of confidentiality; (b) was known to the Receiving Party prior to disclosure; (c) was rightfully received without obligation of confidentiality from a third party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Plan; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those set forth herein. These confidentiality obligations shall survive termination of this Plan for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Plan shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to attempt to resolve any dispute arising under or relating to this Plan through good faith negotiation. If negotiation fails, the parties may pursue any remedy available at law or in equity in the courts of the chosen governing state.

ENTIRE AGREEMENT

This Plan, including any exhibits or attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings, representations, warranties, and agreements. Any amendment or modification of this Plan must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Plan shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing.

MISCELLANEOUS

Neither party may assign or delegate its rights or obligations under this Plan without the prior written consent of the other party, except that either party may assign this Plan in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Plan. If any provision of this Plan is found to be unenforceable, the remaining provisions shall continue in full force and effect.

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