Business Change Agent Document

BUSINESS CHANGE AGENT DOCUMENT

Parties

This Business Change Agent Document ("Agreement") is made and entered into effective as of by and between:

Recitals

WHEREAS, Company seeks to engage Change Agent to plan, direct and implement organizational, operational and procedural changes aimed at improving Company performance, profitability and sustainable processes; and

WHEREAS, Change Agent represents that it has the experience, personnel and resources required to provide change management, training, process design and related advisory services specified in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Change Agent will perform such services and Company will compensate Change Agent.

Scope of Work

Payment Terms

Company shall pay Change Agent the total fee of $ for the services described above, payable in accordance with the schedule below.

Invoices shall be submitted to the Company at the Company Address for Notices and are due within days of receipt. Late payments shall bear interest at the rate of (or the maximum permitted by law, if lower).

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information excludes information that (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (b) was known to the receiving party prior to receipt from the disclosing party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) was independently developed by the receiving party.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for performance of this Agreement; and (iii) not disclose Confidential Information to third parties except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. These obligations shall continue for after termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected as required by applicable law.

Intellectual Property and Deliverables

All work product, deliverables and materials created by Change Agent specifically for Company pursuant to this Agreement ("Deliverables") shall be deemed "work made for hire" to the extent permitted by law. To the extent any Deliverable is not a work for hire, Change Agent hereby assigns and will assign to Company all rights, title and interest in and to such Deliverables upon full payment. Notwithstanding the foregoing, Change Agent retains ownership of its pre-existing tools, methodologies and know-how; Company is granted a non-exclusive, non-transferable license to use such pre-existing materials solely to the extent incorporated in Deliverables.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of its gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY COMPANY TO CHANGE AGENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Relationship of the Parties

Change Agent is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties. Change Agent is responsible for all taxes and withholdings on amounts paid to it, and Company shall have no obligation to provide employee benefits to Change Agent or its personnel.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth in the Parties section above, or to such other address as a party may designate in writing, by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

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 laws principles.

Entire Agreement; Amendments

This Agreement, together with any exhibits, schedules and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements or communications. No amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The parties agree that signatures transmitted by electronic means shall have the same force and effect as original signatures.

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