Business Attention Call

BUSINESS ATTENTION CALL AGREEMENT

This Business Attention Call Agreement (the "Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Service Provider has experience and expertise in facilitating focused business attention calls, including strategic review, prioritization of action items, and documented follow-up; and

WHEREAS, Client desires to retain Service Provider to conduct a Business Attention Call to address specified business priorities and to receive the deliverables set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider will conduct a Business Attention Call with Client for the purpose of reviewing priorities, identifying actionable items, and producing a written summary of agreed actions. Specific elements to be addressed in the call are:

Proposed call date: at . Estimated duration: .

Delivery of written call summary and action items will occur within business days following the call unless otherwise agreed in writing.

Payment Terms

Client shall pay Service Provider invoices within days of invoice date. Overdue amounts shall accrue interest at the rate stated above and Client shall reimburse Service Provider for reasonable collection costs.

Term and Termination

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience by providing written notice at least days prior to the effective termination date. In the event of termination for convenience, Client shall pay Service Provider for services performed and expenses incurred through the effective date of termination.

Cancellation and Rescheduling

Client may cancel or reschedule the Business Attention Call by providing notice no less than hours prior to the scheduled start. Late cancellations or no-shows are subject to a cancellation fee equal to of the agreed fee, unless waived in writing by Service Provider.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means information that (i) is designated as confidential or proprietary, or (ii) by its nature would reasonably be considered confidential, including business plans, financial information, customer lists, strategies, and the contents of the Business Attention Call.

Each party agrees to (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to any third party except as necessary to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of three (3) years.

Intellectual Property; Deliverables

Unless otherwise agreed in writing, Service Provider retains all intellectual property rights in methodologies, templates, and tools used in performing the Services. Client receives a non-exclusive, non-transferable license to use the written call summary and action items for internal business purposes only.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT.

Governing Law; Dispute Resolution

The parties agree that this Agreement will be governed by and construed in accordance with the laws of the state identified above, without regard to its conflict of law rules. The parties will attempt in good faith to resolve disputes through negotiation prior to initiating any formal legal proceeding.

Entire Agreement; Amendments

This Agreement, including any schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

Acknowledgment

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is authorized to do so, and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

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