Business Battle Document

BUSINESS BATTLE DOCUMENT

This Business Battle Document (the "Agreement") is entered into as of by and between Client Name: , located at , and Service Provider Name: , located at .

RECITALS (WHEREAS)

WHEREAS, Client desires to engage Provider to develop and implement a competitive business strategy and aggressive market actions (the "Battle Services") described in this Agreement; and

WHEREAS, Provider represents that it possesses the expertise, personnel, and resources necessary to perform the Battle Services and agrees to perform such services subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to define the scope, compensation, confidentiality obligations, and dispute resolution procedures governing the relationship.

1. SCOPE OF WORK

Provider shall perform the Battle Services in accordance with the specifications and milestones set forth below. Provider will exercise commercially reasonable efforts and industry-standard practices in performing the services.

2. PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for the Battle Services. Unless otherwise stated, all amounts are payable in U.S. dollars.

All undisputed invoices unpaid within 30 days of invoice date shall accrue the Late Payment Fee set forth above. Client shall be responsible for reasonable costs of collection, including attorney fees, if Provider must pursue collection.

3. TERM AND TERMINATION

This Agreement commences on and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination for convenience by Client requires payment to Provider for all services performed and unrecoverable, reasonably incurred costs through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (the Discloser) to the other party (the Recipient) in any form that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes business plans, pricing, client lists, strategies, proprietary methodologies and non-public financial data.

The Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is (i) now or subsequently becomes publicly available without breach of this Agreement by the Recipient; (ii) rightfully received from a third party without restriction; or (iii) independently developed by the Recipient without use of or reference to the Discloser's Confidential Information. Recipient may disclose Confidential Information as required by law, provided Recipient gives Discloser prompt written notice and cooperates in any protective measures.

5. INTELLECTUAL PROPERTY AND USE

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and methodologies. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. Any third-party materials or open-source components incorporated into deliverables will be identified and licensed to the extent required.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability resulting from a party's gross negligence or willful misconduct, neither party's aggregate liability to the other shall exceed the total fees paid by Client to Provider under this Agreement in the 12 months preceding the claim.

7. DISPUTE RESOLUTION

The parties shall first attempt to resolve disputes in good faith through senior executive negotiation for a period of 30 days. If unresolved, disputes shall be resolved by binding arbitration conducted in the county and state specified below with a single arbitrator experienced in commercial disputes. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the introductory paragraph or to such other address as either party may designate by notice to the other.

10. ENTIRE AGREEMENT

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

11. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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