Business CI Document

BUSINESS CI DOCUMENT

RECITALS

WHEREAS, Client Name: (the "Client") desires to retain the services of Service Provider Name: (the "Provider") to perform competitive intelligence, market analysis and related advisory services as described below; and

WHEREAS, the parties intend that the information exchanged in connection with the Provider's performance of such services be protected as confidential and that ownership, use and licensing of deliverables be governed by the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in this Business CI Document effective as of Effective Date: .

SCOPE OF WORK

The Provider shall perform the services described below (the "Services") and deliver any reports, analyses and presentations specified in this section.

PAYMENT TERMS

The Client shall pay the Provider for the Services as set forth below. Invoices shall be issued in accordance with the schedule below and are due as provided herein.

Payment is due within days of invoice receipt. Late payments shall accrue interest at percent per month (or the maximum permitted by applicable law, if less) on the outstanding balance from the due date until paid in full. The Client shall reimburse the Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the Services upon submission of supporting documentation.

TERM AND TERMINATION

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

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for Services performed and reimbursable expenses. Sections addressing confidentiality, intellectual property, indemnification and governing law shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, forecasts, customer lists, pricing, methodologies, analyses, trade secrets, and work product relating to competitive intelligence.

Obligations: The Receiving Party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information solely for the purposes of performing or receiving the Services under this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information to the extent compelled by law or valid legal process, provided that it gives the Disclosing Party prompt written notice and cooperates in any lawful effort to limit or oppose such disclosure.

Duration: The obligations of confidentiality shall remain in effect for Confidentiality Period (years): years from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. The Receiving Party acknowledges that a breach of this confidentiality provision may cause irreparable harm and that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies.

INTELLECTUAL PROPERTY AND DELIVERABLES

Ownership: Unless otherwise agreed in writing, the Provider retains ownership of its pre-existing intellectual property and methodologies. Upon receipt of full payment, the Provider grants the Client a non-exclusive, non-transferable license to use the final deliverables produced specifically for the Client under this Agreement solely for the Client's internal business purposes. Provider retains the right to use general knowledge, skills, and experience gained in performing the Services, provided such use does not disclose the Client's Confidential Information.

WARRANTIES, LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. The Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE CLIENT TO THE PROVIDER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that either party may assign this Agreement upon written notice in connection with a merger, acquisition, or sale of substantially all of its assets. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Independent Contractors: The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship.

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