Business Briefing Deck

Business Briefing Deck — Services Agreement

This Business Briefing Deck — Services Agreement (the "Agreement") is entered into as of by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client requires the preparation, presentation and delivery of a Business Briefing Deck describing strategic analysis, key findings and recommended actions with supporting exhibits (the "Deck"); and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to prepare the Deck and provide related advisory services; and

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

Scope of Work

Timeline & Milestones

The parties agree the Deck will be prepared and delivered according to the following milestones. Dates are target dates; final delivery dates shall be subject to mutual written confirmation.

Target Date:

Target Date:

Target Date:

Payment Terms

Client shall pay Provider the fees set forth below in exchange for Provider's performance of the Scope of Work. Fees are exclusive of applicable taxes unless otherwise specified.

Any undisputed amount not paid when due shall bear interest at the rate of compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs and attorney fees incurred to collect overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach. Termination does not relieve Client of its obligation to pay for work performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually or in writing, including the Deck, analyses, financial information, client lists, methodologies and business plans. The receiving party shall (a) keep Confidential Information strictly confidential, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) disclose Confidential Information only to employees or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was in the receiving party's possession prior to disclosure as evidenced by written records, (iii) is received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed without use of the other party's Confidential Information. Upon termination or request, receiving party shall return or destroy Confidential Information and certify destruction in writing within a reasonable period.

Governing Law

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

Representations; Warranties; Liability

Each party represents that it has authority to enter this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Acceptance; Approval

Client shall have ten (10) business days after delivery of the Final Deck to review and provide written acceptance or reasonable comments. If Client provides written comments, Provider will incorporate agreed revisions at no additional cost if within the original Scope of Work. Additional work outside the Scope of Work will be billed at Provider's standard rates and requires written authorization.

Notices

All notices under this Agreement must be in writing and delivered to the addresses provided by the parties. Notices may be delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notices are effective upon receipt.

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