Business Cases Document

Business Cases Document

This Business Cases Document (the "Agreement") is entered into as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client desires to obtain from Service Provider one or more business case analyses, strategic evaluations, and related deliverables described herein to support funding, investment or internal decision-making (the "Business Cases");

WHEREAS, Service Provider represents that it possesses the professional skill, personnel and resources necessary to prepare the Business Cases in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will prepare, deliver and, where applicable, defend the Business Cases to third parties or to Client stakeholders.

Scope of Work

Payment Terms

Total Fee: $    Billing Contact:

Invoices are due within days of invoice date. Overdue amounts shall bear interest at percent per month (or the maximum lawful rate if lower), plus reasonable collection costs. Client shall also be responsible for any taxes assessed in connection with the fees except taxes based on Service Provider's net income.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Either party may terminate immediately for material breach if the breach remains uncured for 15 days after receipt of written notice specifying the breach. Upon termination for any reason, Client shall pay Service Provider for all work performed and reimbursable expenses incurred through the effective date of termination, plus any reasonable wind-down costs.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party Confidential Information received from the other party except as required by law or to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. "Confidential Information" means nonpublic information that is specifically designated as confidential or that a reasonable person would understand to be confidential given its nature.

Confidential materials shall be used solely for the performance or receipt of the Business Cases. Upon termination or upon request, each party shall promptly return or destroy Confidential Information of the other party and certify such return or destruction in writing.

Client and Service Provider acknowledge and agree to the confidentiality obligations above.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, ALL SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE 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 laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute not subject to mandatory arbitration as set forth below.

Dispute Resolution

The parties shall attempt to resolve disputes in good faith. If the parties cannot resolve a dispute within 30 days, either party may pursue any remedy at law or in equity; provided, however, that the parties agree that claims arising from unpaid fees shall be resolved by the courts identified in the Governing Law clause.

Entire Agreement

This Agreement, together with any attachments and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

The individuals signing below represent and warrant that they are authorized to bind the party for which they sign.

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