Business Concepts Specification Sheet

Business Concepts Specification Sheet

Client Name:     Consultant Name:

Effective Date:     Project Title:

Recitals

WHEREAS, Client desires to engage Consultant to develop and document business concepts, strategies, and specifications related to the Project Title identified above; and

WHEREAS, Consultant possesses expertise in market analysis, concept development, and preparation of deliverables as set forth in this Specification Sheet; and

WHEREAS, the parties wish to set forth the scope, deliverables, payment terms, confidentiality obligations, and other material terms governing the work to be performed.

Scope of Work

Objectives:

Deliverables and Milestones

Due Date:     Acceptance Criteria:

Due Date:     Acceptance Criteria:

Due Date:     Acceptance Criteria:

Payment Terms

Total Agreed Fee: $

Late Payment Fee:     Payment Method:

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this engagement for convenience upon written notice to the other party given not less than days prior to termination. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within days following receipt of notice specifying the breach.

Confidentiality

Definitions: "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, 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.

Obligations: Each party shall hold Confidential Information in confidence, shall not disclose it to third parties except as permitted hereunder, and shall use it only to perform obligations under this Specification Sheet. The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information shall not include information that (a) is or becomes generally available to the public through no breach of this Agreement, (b) was in the receiving party's lawful possession prior to receipt from the disclosing party, (c) is rightfully received by the receiving party from a third party without restriction, or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Return or Destruction: Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

Governing Law

This Specification Sheet shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes.

Entire Agreement

This Specification Sheet, together with any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Specification Sheet shall be effective unless set forth in a written instrument signed by both parties.

Severability: If any provision of this Specification Sheet is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment: Neither party may assign or transfer its rights or obligations under this Specification Sheet without the prior written consent of the other party, except that Client may assign to an affiliate or successor in connection with a sale of substantially all of its assets.

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