Business Advisory Services Agreement

BUSINESS ADVISORY SERVICES AGREEMENT

This Business Advisory Services Agreement (the "Agreement") is entered into as of by and between Client Name: , whose principal address is , and Advisor Name: , whose principal address is .

RECITALS

WHEREAS, Advisor has expertise in business strategy, operational improvement, financial analysis and related advisory services and is willing to provide such services to Client on the terms set forth in this Agreement;

WHEREAS, Client desires to engage Advisor to provide advisory services to assist Client in achieving specific business objectives, and Advisor is willing to provide such services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Advisor shall perform the services described above with the degree of skill and care ordinarily exercised by professionals providing similar services. Deliverables shall be provided in accordance with mutually agreed timelines and any material changes to scope shall be documented in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

All fees are exclusive of taxes and reimbursable expenses. Client shall reimburse Advisor for reasonable out-of-pocket expenses incurred in connection with the services, provided Advisor obtains prior written approval for expenses in excess of .

Expenses reimbursable subject to prior approval and submission of receipts

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the number of days specified above. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial data, customer lists, pricing, and proprietary methodologies.

The receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted under this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure, which shall be no less than the measures it uses to protect its own confidential information of a similar nature.

Confidential Information shall not include information that: (i) is or becomes generally available to the public without breach of this Agreement by the receiving party; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Advisor grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Advisor retains ownership of all methodologies, tools, templates, and intellectual property developed or used in performing the services, and nothing in this Agreement shall operate to assign or transfer Advisor's pre-existing intellectual property to Client.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for indirect, incidental, special, consequential or punitive damages, including loss of profits. The parties' aggregate liability under this Agreement shall not exceed the total fees paid by Client to Advisor in the twelve (12) months preceding the event giving rise to 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.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

MISCELLANEOUS

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Sign Now