Business Client Focus Template

BUSINESS CLIENT FOCUS TEMPLATE

Parties and Recitals

This Business Client Focus Template Agreement (the "Agreement") is entered into by and between Client Name: and Service Provider Name: .

WHEREAS, Client requires professional services to improve client focus, engagement, and commercial outcomes in connection with Client's business operations and agrees to engage Provider for such services;

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement in a professional manner; and

WHEREAS, the parties desire to set forth the terms, conditions, and obligations governing the relationship, effective as of Effective Date:

Scope of Work

Provider shall perform the services described below and any related tasks reasonably necessary to achieve the objectives set forth. Deliverables, milestones, and acceptance criteria will be documented and updated as needed by mutual written agreement.

Payment Terms

Client agrees to compensate Provider for services as follows. All payments are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at a rate of per month (or the maximum permitted by law, if less). Provider may suspend performance for invoices more than past due following written notice to Client.

Term and Termination

This Agreement commences on 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 days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential given its nature. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations do not extend to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) was known to the receiving party prior to disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek protective measures. Confidentiality obligations shall survive termination for years.

Claims, Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct. Except for breaches of confidentiality, indemnification obligations, or liability resulting from willful misconduct or fraud, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the prior twelve (12) months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that disputes will be resolved in the state or federal courts located in that jurisdiction.

Entire Agreement; Amendments

This Agreement (including any exhibits or attachments) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held 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, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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