Business Build Up

Business Build Up

This Business Build Up Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with Address: , and Provider Name: with Address: .

WHEREAS

WHEREAS, Client Name is engaged in the operation and development of commercial activities and desires to retain Provider Name to perform a structured business development and implementation program to enhance Client Name's operational capacity, market presence, and revenue generation (the "Build Up Services");

WHEREAS, Provider Name represents that it has the necessary experience, personnel, and resources to perform the Build Up Services and will do so in a professional, timely manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider Name will provide the Build Up Services and Client Name will compensate Provider Name.

Scope of Work

Provider Name shall perform the Build Up Services as described below. Provider shall provide deliverables, milestones, and progress reports as required by Client Name. Provider shall exercise reasonable care, skill, and diligence in performing the Services and shall assign qualified personnel to complete the tasks.

Payment Terms

As consideration for the Build Up Services, Client Name shall pay Provider Name in accordance with the terms set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Client Name shall pay undisputed invoices within thirty (30) days of receipt unless other payment terms are agreed in writing. Provider Name shall issue invoices that itemize services rendered and expenses reimbursable under this Agreement.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client Name of the obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, technical, financial, and operational information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement. Confidential Information includes but is not limited to trade secrets, strategic plans, client lists, pricing, and proprietary processes.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to third parties except to employees, agents, or subcontractors who have a need to know and are bound by equivalent confidentiality obligations. The obligations in this Section survive termination of this Agreement for a period of three (3) years, or longer if required to protect trade secrets under applicable law.

Information that is or becomes public through no fault of the Receiving Party
Information already lawfully in the Receiving Party's possession prior to disclosure
Disclosure required by law, provided the Disclosing Party is given prompt notice and opportunity to seek protective measures

Representations and Warranties; Liability

Each party represents that it has the full right, power, and authority to enter into and perform this Agreement. Provider Name warrants that its services will be performed in a professional manner consistent with industry standards. Except for willful misconduct or gross negligence, Provider Name's aggregate liability for any claim arising out of this Agreement shall be limited to the total amounts paid by Client Name to Provider Name under this Agreement during the twelve (12) month period 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any disputes arising hereunder.

Entire Agreement

This Agreement, including any attachments and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth below for each party or to such other address as either party may designate by written notice to the other.

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