Business Change Strategies

BUSINESS CHANGE STRATEGIES AGREEMENT

This Business Change Strategies Agreement ("Agreement") is entered into as of by and between:

Client Name:    Client Address:

Consultant Name:    Consultant Address:

WHEREAS

WHEREAS, Client seeks professional strategic advisory services to plan, design and implement organizational change initiatives intended to improve operational efficiency, workforce adoption and business outcomes; and

WHEREAS, Consultant possesses expertise in change strategy, stakeholder engagement, process redesign and implementation oversight and agrees to provide such services under the terms set forth in this Agreement; and

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

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Consultant the fees and reimbursements as set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

In the event payment is not received within days of the invoice due date, Client shall pay interest on the overdue amount at the lesser of (a) an annual rate of percent per month, or (b) the maximum rate permitted by applicable law.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Additionally, Client may terminate for convenience upon days' prior written notice, subject to payment for services performed through the effective date of termination and reimbursement of reasonable termination-related expenses.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, proprietary methodologies, customer and employee information, change management strategies and implementation plans.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and take reasonable measures to protect it; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was rightfully in the Receiving Party’s possession prior to disclosure, or is independently developed by the Receiving Party.

The obligations set forth in this Confidentiality section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for as long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise expressly agreed in writing, Consultant retains all rights, title and interest in pre-existing methodologies, templates, know-how and tools. To the extent Consultant creates deliverables specifically for Client under this Agreement, Consultant grants Client a perpetual, non-exclusive, royalty-free license to use such deliverables for Client’s internal business purposes. Nothing in this Agreement transfers ownership of Consultant's proprietary frameworks or third-party materials.

LIMITATION OF LIABILITY

Except for liability arising from wilful misconduct, gross negligence, or a breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Consultant 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 its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules or statements of work executed by the parties, constitutes the entire agreement between Client and Consultant with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all of its assets.

Notices required by this Agreement shall be given in writing and delivered to the addresses listed above or to such other address as a party designates by notice.

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