Business Boosters Template

BUSINESS BOOSTERS AGREEMENT

This Business Boosters Agreement ("Agreement") is made and entered into as of by and between Provider Name: and Client Name: .

Recitals

WHEREAS, Provider is engaged in the business of delivering marketing, sales optimization, and operational improvement services intended to increase client revenue and customer engagement; and

WHEREAS, Client desires to retain Provider to perform defined business-boosting services under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to provide the services described below and Client desires to engage Provider on the terms set forth herein.

Scope of Work

Provider shall perform the services described below (the "Services") in a professional and timely manner consistent with industry standards. Provider will exercise reasonable skill, care and diligence in the performance of the Services.

Payment Terms

Client shall pay Provider for the Services in accordance with the fee schedule set forth below. All amounts are payable in United States dollars and are exclusive of taxes unless otherwise stated.

Provider may suspend Services if Client fails to pay any undisputed amount within the payment terms and such failure continues for more than the notice period specified in the Term and Termination section below. Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above after receipt of written notice. Either party may also terminate for convenience upon providing the notice specified above. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination. Upon termination, each party shall return or destroy Confidential Information of the other in accordance with the Confidentiality clause.

Confidentiality

"Confidential Information" means any non-public information disclosed by a party to the other party in connection with this Agreement, whether disclosed orally, in writing, or by inspection of tangible objects, including but not limited to business plans, customer lists, pricing, technical information, trade secrets, and marketing strategies. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of a confidentiality obligation; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein. These obligations shall survive termination of this Agreement for a period of three (3) years, or for trade secrets, for as long as such information remains a trade secret under applicable law.

Warranties; Liability

Provider represents and warrants that it will perform the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction for resolution of disputes arising under this Agreement, subject to any rights to injunctive relief as provided herein.

Entire Agreement and Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by both parties. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment relationship, or franchise between the parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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