Business Comparison Template

BUSINESS COMPARISON TEMPLATE

Effective Date:

Parties

Recitals

WHEREAS, Client seeks a comparative analysis of one or more business opportunities, entities, or strategic alternatives to support decision-making, including financial, operational, and market factors; and

WHEREAS, Consultant has the expertise to perform an objective Business Comparison Report as described in the Scope of Work and will provide findings, assumptions, and recommendations to Client in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises below, the parties agree as follows.

Scope of Work

Financial Performance Market Position Operational Efficiency

Legal & Compliance Strategic Fit Other:

Financial: Market: Operations:

Legal: Strategic:

Payment Terms

Total Fee: $

Deposit (if any): $ Final Payment Due:

Late Fee:   Recovery of Costs: Consultant may recover reasonable collection costs, including attorneys' fees, for overdue amounts.

Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective termination date. Termination for material breach shall be effective upon days' written notice if the breach is not cured within that cure period.

Upon termination, Consultant shall deliver any completed deliverables and Client shall pay Consultant for all services performed and costs incurred through the effective date of termination, including any non-cancellable commitments.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public business, financial, technical and strategic information disclosed by one party to the other, whether oral, written or electronic, and marked or reasonably understood to be confidential. Confidential Information does not include information that is: (a) already known to the recipient without breach; (b) publicly available through no fault of the recipient; (c) rightfully received from a third party without an obligation of confidentiality; or (d) independently developed without use of the disclosing party's Confidential Information.

The recipient shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, agents and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Upon written request or upon termination of this Agreement, the recipient shall return or destroy Confidential Information in its possession and certify such return or destruction. The confidentiality obligations shall survive termination for a period of years, except with respect to trade secrets where protection shall continue as permitted by law.

Representations and Warranties

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Consultant warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Governing Law; Dispute Resolution

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 agree to negotiate in good faith to resolve disputes and, if unresolved, submit disputes to binding arbitration in the governing state under the rules of a recognized arbitration body selected by mutual agreement.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. CONSULTANT'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO CONSULTANT UNDER THIS AGREEMENT.

Entire Agreement; Amendments

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

Miscellaneous

Notices required under this Agreement shall be given in writing to the addresses set forth above and shall be effective upon receipt. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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