Business AIMS Document

Business AIMS Document

This Business AIMS Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client seeks to define, implement and manage its business AIMS (Activities, Intentions, Milestones, Strategy) with respect to certain projects and initiatives described below; and

WHEREAS, Provider represents that it has the necessary experience, personnel and resources to provide advisory, implementation and management services to advance the Client's AIMS; and

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

DEFINITIONS

For purposes of this Agreement, "Services" means the advisory, planning, development, implementation and management activities described in the Scope of Work. "Deliverables" means the tangible and documented outputs to be delivered to Client pursuant to the Scope of Work.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider a total fee of: $ for the Services described herein. Payment shall be made in accordance with the schedule below.

Invoices are due and payable within days of receipt. Late payments shall incur a late fee of per month (or the maximum permitted by law), subject to a minimum late charge of $ .

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within a reasonable period not to exceed 30 days following written notice of breach.

Upon termination, Provider shall deliver all completed and partially completed Deliverables and Client shall pay Provider for Services performed through the effective date of termination, together with reimbursable expenses then due.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may have access to information that is confidential and proprietary ("Confidential Information"). Confidential Information includes, without limitation, business plans, strategies, financial information, customer and supplier lists, trade secrets, technical data and other non-public information disclosed by one party to the other. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or regulation (provided the disclosing party is given prompt notice and opportunity to seek protective relief).

Each receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and (iii) use Confidential Information solely for the purposes of performing its obligations under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under governing law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider assigns to Client, upon full payment, all right, title and interest in and to Deliverables created exclusively for Client under this Agreement. Provider retains ownership of its preexisting materials, tools, methodologies and know-how. To the extent any preexisting materials are incorporated into Deliverables, Provider grants Client a nonexclusive, perpetual, worldwide, royalty-free license to use such materials as incorporated in the Deliverables.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits. The aggregate liability of either party for direct damages arising out of or relating to this Agreement shall be limited to the total fees paid or payable by Client to Provider under this Agreement during 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 choice of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

NOTICES

ACKNOWLEDGMENT

Each party represents and warrants that it has the authority to enter into this Agreement, that the person signing below is authorized to bind the party, and that execution and performance of this Agreement will not violate any other agreement to which such party is bound.

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