Business Briefing Book

BUSINESS BRIEFING BOOK

This Business Briefing Book Agreement (the Agreement) is made and entered into as of by and between Client Name: and Consultant Name: .

WHEREAS

WHEREAS, Client desires to obtain a written Business Briefing Book that synthesizes strategic analysis, market context, financial summaries and recommendations for the Project identified below; and

WHEREAS, Consultant has represented that Consultant has the expertise, personnel and capacity to prepare and deliver such a Business Briefing Book in accordance with the terms and schedule set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, deliverables, payment terms, confidentiality obligations and other terms governing the preparation, delivery and use of the Business Briefing Book.

Project Identification

Scope of Work

Consultant shall prepare and deliver a Business Briefing Book that includes, at minimum, the sections identified below and the deliverables described in this Section. The scope may be modified only by mutual written agreement signed by both parties.

Standard sections to be included (select applicable):

Executive Summary    Market Analysis    Financial Projections    Risk Assessment

Recommendations    Appendices and Supporting Materials    Data Files / Spreadsheets

Payment Terms

Any amounts not paid within days of the invoice due date shall accrue a late fee equal to or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Section, shall terminate on End Date: .

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Termination for material breach may be immediate if the breaching party fails to cure within a commercially reasonable period following written notice of breach. Upon termination, Consultant will deliver any completed work and Client will pay for work performed through the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, 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. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

The receiving party shall (i) use Confidential Information solely for the purposes of performing under this Agreement, (ii) restrict disclosure to employees and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care. The obligations in this Section shall survive termination for a period of .

Intellectual Property and Use

Consultant shall retain ownership of pre-existing materials and methodologies. Subject to full payment of fees due hereunder, Consultant grants Client a non-exclusive, non-transferable license to use the final Business Briefing Book deliverables for Client's internal business purposes. Client shall not distribute, resell or publish the deliverables to third parties without Consultant's prior written consent, except as required by law.

Representations, Warranties and Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Consultant warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If unresolved, disputes shall be resolved in the courts located in the specified state.

Entire Agreement

This Agreement, together with all exhibits and attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Notices

Acknowledgment

By signing below, each party acknowledges that it has read, understands, and agrees to be bound by the terms and conditions of this Agreement and that the person signing has the authority to bind the party for whom they sign.

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