Business Annual Plan

BUSINESS ANNUAL PLAN

Parties and Effective Date

Company Name:

Plan Provider:

Effective Date:   Plan Year:

Recitals

WHEREAS, Company Name: operates and conducts business in the industry described herein and seeks a documented, actionable plan for the Plan Year specified above; and

WHEREAS, Plan Provider: has provided to Company a proposal and scope for development and delivery of the Business Annual Plan and associated services; and

WHEREAS, the parties desire to set forth the objectives, scope, payment terms and other material terms governing the Plan and related services for the Plan Year.

Scope of Work

Executive Summary & Strategic Objectives

Key Performance Indicators (KPIs)

KPI 1:

KPI 2:

KPI 3:

Strategic Initiatives

  Growth / Sales Strategy      Product / Service Development      Operational Efficiency      Talent & Organizational Development

Budget & Payment Terms

Late payment shall accrue interest at or the maximum rate permitted by law, plus reasonable collection costs. A fixed late fee: may also apply for overdue invoices.

Term and Termination

Term Commencement:   Term Expiration:

Either party may terminate this Plan upon written notice to the other party if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach.

Additionally, either party may terminate without cause by providing days' prior written notice to the other party. Termination shall not relieve either party of accrued payment obligations.

Confidentiality

For purposes of this Plan, "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Recipient shall: (a) use Confidential Information solely for performance under this Plan; (b) restrict disclosure to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Plan; (ii) was known to the recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A recipient may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the disclosing party and cooperates in seeking protective measures.

Governing Law; Remedies

This Plan shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree that monetary damages may not be an adequate remedy for breach of confidentiality or intellectual property provisions and that injunctive relief may be sought in addition to any other remedies available at law or in equity.

Representations; Warranties; Insurance

Each party represents that it has the authority to enter into this Plan and that its performance will comply with applicable laws. Plan Provider represents that services will be performed in a professional manner consistent with industry standards. Each party shall maintain insurance customary for its industry and adequate to cover its obligations under this Plan.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for any punitive, incidental, special, consequential or indirect damages. Each party's aggregate liability for claims arising under this Plan shall be limited to direct damages not to exceed the total fees paid or payable under this Plan during the twelve (12) month period preceding the claim, unless otherwise agreed in writing.

Entire Agreement; Amendments

This Plan, together with any attachments, exhibits, statements of work and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment or modification to this Plan must be in writing and signed by authorized representatives of both parties.

Compliance and Certifications

Each party shall comply with all applicable laws, rules and regulations in performing its obligations hereunder. Plan Provider certifies that, to the best of its knowledge, no conflict of interest exists that would prevent performance of its obligations under this Plan.

Acknowledgment

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms of this Business Annual Plan and that the individuals signing have authority to bind the respective parties.

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