Business Blueprint Title

Business Blueprint Title

This Business Blueprint Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: , and Consultant Name: with principal address: .

RECITALS

WHEREAS, Client desires to engage Consultant to develop a business blueprint setting forth strategic, operational, and financial planning deliverables in connection with Client's business objectives; and

WHEREAS, Consultant represents that Consultant has the experience, personnel and resources necessary to perform the services described in this Agreement and agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, payment, confidentiality, term and termination of the services to be performed.

1. SCOPE OF WORK

Consultant shall perform the services and deliver the work product described below (the "Services"). The Services shall include planning, research, analyses, written deliverables and meetings as necessary to produce the Business Blueprint Title deliverables.

2. PAYMENT TERMS

Client shall pay Consultant for the Services in accordance with the fee structure set forth below. Fees are exclusive of sales, use or other taxes, which shall be the responsibility of Client.

Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of (a) the rate of % per month, or (b) the maximum rate permitted by applicable law.

Consultant shall be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services. Estimated reimbursable expenses:

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either party may terminate immediately for material breach by the other party if such breach is not cured within 15 days after written notice of breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes business plans, financial information, customer lists, technical data, and the Business Blueprint deliverables.

The Receiving Party 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) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely to perform obligations or exercise rights under this Agreement.

Confidential obligations shall not apply to information that: (i) was in the public domain without breach of this Agreement; (ii) was rightfully known to the Receiving Party without restriction prior to disclosure; (iii) was lawfully received from a third party without restriction; or (iv) is independently developed without reference to Confidential Information. Confidential obligations survive termination for a period of years.

5. INTELLECTUAL PROPERTY

Subject to Client's payment in full, Consultant grants to Client a non-exclusive, perpetual, worldwide license to use deliverables specifically created for Client under this Agreement. Consultant retains all pre-existing intellectual property and methodologies. Client shall not remove Consultant's confidential markings or attribution where applicable.

6. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents that it has full power and authority to enter into this Agreement. Consultant warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LIABILITY OF CONSULTANT ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT.

7. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery and shall be effective upon receipt.

8. GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral.

9. EXECUTION

The parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be binding.

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