Business Booster Template

BUSINESS BOOSTER AGREEMENT

This Business Booster Agreement (the Agreement) is made effective as of between Client Name: and Booster Provider Name: .

RECITALS

WHEREAS, the Client seeks to engage the Provider to deliver services intended to increase customer acquisition, revenue, or operational efficiency as specified in this Agreement;

WHEREAS, the Provider represents that it has the professional skill, experience, and capacity to perform the services described in the Scope of Work and to provide strategic guidance, deliverables, and implementation support;

WHEREAS, the parties desire to set forth the terms and conditions under which the Provider will perform such services and the Client will compensate the Provider.

SCOPE OF WORK

PAYMENT TERMS

Compensation for the Provider's services shall be as follows. The Client agrees to pay the Provider the Total Fee:

Payments are due in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Any undisputed amount not paid when due shall bear interest at a rate of per month (or the maximum permitted by law, if lower), calculated daily and compounded monthly.

Expenses: Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the services upon submission of receipts.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause by delivering written notice at least days prior to the proposed termination date. Upon termination for convenience, Provider shall be paid for all services performed and approved expenses incurred up to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (Discloser) to the other (Recipient), whether written, oral or electronic, 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.

Obligations: Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or agents with a need to know and who are bound to protect such information; and (c) exercise at least the same degree of care to protect Confidential Information as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Exclusions: Confidential Information does not include information that is (i) publicly available through no fault of Recipient; (ii) rightfully received from a third party without breach of any obligation of confidentiality; (iii) independently developed by Recipient without use of Discloser's Confidential Information; or (iv) required to be disclosed by law, provided Recipient gives prompt written notice and cooperates with reasonable protective measures.

INTELLECTUAL PROPERTY

Ownership: Except as expressly provided below, each party retains all right, title and interest in its pre-existing intellectual property. Provider grants Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement solely for Client's internal business purposes, subject to full payment of all fees.

Work Product: To the extent any deliverables constitute a work made for hire under applicable law, Provider assigns to Client all right, title and interest in such deliverables upon full payment. Provider reserves the right to use general ideas, methodologies, and know-how developed in the course of performance, provided no Confidential Information or Client-identifying materials are disclosed.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, willful misconduct, or gross negligence.

Limitation of Liability: Except for liability arising from a party's willful misconduct or infringement of intellectual property rights, in no event shall either party's aggregate liability for any claim arising out of or relating to this Agreement exceed the total fees paid by Client to Provider under this Agreement in the 12 months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located in the county chosen by the non-breaching party.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is found invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

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