Business Case Summaries

Business Case Summary and Service Agreement

Document ID:    Prepared By:    Date Prepared:

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client seeks an objective business-case analysis and recommended course of action for the project described in this document (the "Project") and desires to engage Service Provider to prepare and deliver such analysis and related deliverables; and

WHEREAS, Service Provider represents that it has the experience, personnel and capacity to perform the Scope of Work set forth herein and to provide advisory and delivery services consistent with industry standards and the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Executive Summary

Objectives

Scope of Work

The Service Provider shall perform the professional services described below. The scope is intended to define deliverables, exclusions, and acceptance criteria; any material changes shall require a written change order signed by both parties.

Deliverables and Acceptance

Payment Terms

Total Compensation: $

Late Payment Fee:   or flat fee: $

Payment Method:

The Client shall pay amounts invoiced within the payment schedule. Failure to pay when due constitutes material breach and entitles Service Provider to suspend performance after ten (10) days' written notice.

Term and Termination

Commencement Date: .

Expiration Date: .

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective termination date. Termination shall not relieve Client of obligations to pay for services performed and expenses incurred prior to termination.

Confidentiality

Each party shall maintain the confidentiality of the other party's Confidential Information. "Confidential Information" means non-public information disclosed in connection with this Agreement, including analyses, financial data, trade secrets, and business plans. Confidential Information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was lawfully in the receiving party's possession prior to disclosure, or (iii) is rightfully obtained by the receiving party from a third party without restriction. Receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

This Business Case and associated materials are designated Confidential by the Client.

Risks, Assumptions, and Dependencies

Alternatives Considered and Recommendation

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation, and if unresolved, through binding arbitration administered in accordance with the parties' agreement.

Representations; Entire Agreement

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. This Agreement, including any attachments and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, understandings and agreements, whether written or oral.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's willful misconduct or gross negligence. Except for breaches of confidentiality and indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement.

Notices

Miscellaneous

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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