Business Considerations Document

BUSINESS CONSIDERATIONS DOCUMENT

Client Name:    Provider Name:

Effective Date:    Project Reference:

RECITALS (WHEREAS)

WHEREAS, Client seeks professional analysis and guidance regarding certain business considerations as more specifically set forth in this document; and

WHEREAS, Provider represents that it possesses the qualifications, experience and personnel necessary to provide the analyses and deliverables contemplated herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other material terms governing Provider's performance of business consideration services for Client.

SCOPE OF WORK

CONSIDERATIONS CHECKLIST

The parties acknowledge that the following considerations will be evaluated as part of the Scope of Work. Select all applicable items and describe additional items if required.

Market analysis and competitive landscape

Financial review and forecasting

Regulatory and compliance assessment

Operational and organizational assessment

DELIVERABLES & TIMELINE

PAYMENT TERMS

Total Fee:

Late Payment Fee:    Payment Method:

All amounts are payable in lawful currency of the jurisdiction specified in the Governing Law clause. Provider shall invoice Client in accordance with the Payment Schedule; invoices unpaid within the stated period shall accrue the Late Payment Fee in addition to any collection costs permitted by law.

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this document for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for material breach may be effected immediately upon written notice if the breaching party fails to cure the breach within thirty (30) days following receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work in progress and deliverables for which Client has paid; Client shall pay Provider for authorized work performed through the effective termination date, subject to any offset for proven damages resulting from Provider's breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in strict confidence all information disclosed by the other party (the "Disclosing Party") that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (a) publicly known through no fault of the Receiving Party; (b) rightfully known by the Receiving Party prior to disclosure; (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) rightfully obtained from a third party not under an obligation of confidentiality.

The Receiving Party shall use the Confidential Information solely for performance under this document, shall restrict access to employees and contractors with a need to know, and shall employ reasonable safeguards to protect confidentiality. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing.

REPRESENTATIONS, WARRANTIES & LIMITATIONS

Each party represents and warrants that it has the full right, power and authority to enter into this document and to perform its obligations. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS DOCUMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Except for breaches of confidentiality or willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages. Provider's aggregate liability for any claim arising under or in connection with this document shall be limited to the total fees actually paid by Client to Provider under this document.

GOVERNING LAW AND DISPUTE RESOLUTION

This document shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties shall first attempt to resolve disputes in good faith through escalation between senior representatives. If unresolved, disputes shall be resolved in the courts of the governing jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, proposals or understandings. Any amendment or modification to this document must be made in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this document without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations.

Independent Contractors: The parties are independent contractors. Nothing in this document creates an employment, partnership, joint venture or agency relationship.

Sign Now