Business BOLD BRAIN Template

Business BOLD BRAIN Template

This Business Services Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Service Provider possesses expertise in business strategy, innovation facilitation and the BOLD BRAIN methodology and desires to provide consulting and implementation services to Client under the terms set forth herein;

WHEREAS, Client desires to engage Service Provider to perform services designed to optimize Client's strategic decision-making and innovation processes, and Service Provider is willing to perform such services pursuant to this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall conform to professional standards and the specifications set forth by Client and Service Provider in writing.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees shall be payable in U.S. dollars and are exclusive of applicable taxes unless otherwise stated.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the effective date of termination. Either party may terminate immediately upon written notice in the event of the other party's material breach that remains uncured for a period of 15 days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means any non-public information disclosed by either party to the other, whether oral, written, electronic or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

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

Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was rightfully in the receiving party's possession prior to disclosure, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains all right, title and interest in and to pre-existing materials, methodologies, templates, concepts and tools used in connection with the Services. Any jointly created works shall be owned as expressly set forth in a separate written instrument.

Warranties; Remedies

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedies for breach of this warranty shall be re-performance of the deficient Services or, if Service Provider fails to cure within a reasonable period, refund of the fees attributable to the deficient Services. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Governing Law

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

Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within 30 days, either party may pursue relief in courts located in the county of the governing law state specified above.

Entire Agreement

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

Miscellaneous

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

Notices under this Agreement shall be given in writing and delivered to the addresses set forth above or to such other address as a party may specify by notice to the other.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date first written above.

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