Business Comets Document

BUSINESS COMETS DOCUMENT

This Business Comets Document (the Agreement) is entered into as of (Effective Date), by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business advisory services, strategic planning, and related deliverables as described herein;

WHEREAS, Client desires to retain Service Provider to perform certain services for Client on the terms set forth in this Agreement, and Service Provider is willing to provide such services under the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Service Provider will perform the services and deliverables described below. The parties agree that changes to scope will be documented and approved in writing in accordance with Section 8 (Change Orders).

Payment Terms

Client will pay Service Provider the fees described below in consideration for the services rendered. All amounts denominated in U.S. dollars unless otherwise stated.

Late payments shall accrue interest at the lesser of (a) the rate of per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated pursuant to this Section.

Start Date:

End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause is permitted where a party materially breaches this Agreement and fails to cure such breach within thirty (30) days following written notice.

Confidentiality

Each party (Recipient) shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party (Discloser) relating to business operations, trade secrets, financial information, client lists, technical data, and other information reasonably designated as confidential (Confidential Information). Recipient will not (a) use Confidential Information except for performance under this Agreement, or (b) disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is (i) publicly known through no fault of Recipient, (ii) already in Recipient's lawful possession prior to disclosure, or (iii) independently developed by Recipient without use of Discloser's Confidential Information.

Upon termination or request, Recipient shall return or destroy all Confidential Information and certify such return or destruction in writing, except as retention is required for legal, regulatory, or audit purposes.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools used in performing the services. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes once payment in full has been received. Any third-party software or materials integrated into deliverables remain subject to their respective licenses.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for breaches of confidentiality or indemnification obligations, neither party's aggregate liability for damages arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the prior six (6) months.

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 any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or waiver of any provision of this Agreement will be effective unless 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 will continue in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets provided the assignee assumes all obligations hereunder.

Corporation LLC Partnership Individual

Change Orders

Any change to the scope, schedule, or fees shall be agreed in writing by authorized representatives of both parties and appended as a Change Order to this Agreement. Change Orders shall describe the change, any adjustment to compensation, and any modification to the schedule or acceptance criteria.

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