Business Advantage Template

BUSINESS ADVANTAGE TEMPLATE

Parties and Effective Date

Company Name:    Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Company desires to retain Service Provider to perform certain advisory, operational and implementation services intended to provide a competitive business advantage and improved commercial performance; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to provide such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which such services will be supplied and compensated.

Scope of Work

Payment Terms

Total Fee:    Currency:

Late Payment Fee:

Payment Terms: Unless otherwise agreed in writing, invoices are due net 30 days from invoice date. Disputed amounts must be notified in writing within ten (10) business days of receipt; undisputed amounts remain payable when due. Service Provider may suspend performance for amounts more than thirty (30) days delinquent after written notice.

Term and Termination

Term Start Date:    Term End Date/Review Date:

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach will be effective immediately upon thirty (30) days' written notice if the breach remains uncured at the expiration of such period.

Upon termination, Company shall pay Service Provider for all work performed and expenses incurred up to the effective date of termination, subject to any required set-off for unresolved breaches.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial and other proprietary information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be considered confidential.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors or agents having a need to know and subject to confidentiality obligations no less protective than this Agreement, and (c) exercise at least reasonable care to protect such information from unauthorized disclosure.

Exclusions and Required Disclosures: Confidential Information does not include information that is or becomes publicly known through no breach, was known to receiving party prior to disclosure, or was independently developed. Receiving party may disclose Confidential Information to the extent compelled by law, provided it gives prompt notice and cooperates with the disclosing party to seek protective measures.

Survival: Confidentiality obligations survive termination for a period of years.

Intellectual Property and Work Product

Ownership: Unless otherwise agreed in writing, Service Provider grants Company a perpetual, non-exclusive, worldwide license to use deliverables, excluding Service Provider pre-existing intellectual property. Any pre-existing proprietary tools, methodologies or general know-how of Service Provider remain its sole property.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: Except for liability arising from willful misconduct, the parties' aggregate liability to each other shall not exceed the total amount paid or payable under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement 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 submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

Entire Agreement and Amendments

This Agreement, including any appendices or statements of work executed by the parties, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of Parties: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor by merger or acquisition that assumes the assigning party's obligations.

Notices: Notices shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

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