Business Consultants Document

BUSINESS CONSULTING AGREEMENT

This Business Consulting Agreement ("Agreement") is entered into as of by and between:

PARTIES

RECITALS

WHEREAS, Client desires to obtain business consulting services to improve operations, strategy, and performance in the areas set forth in the Scope of Work; and

WHEREAS, Consultant has the expertise, experience, and personnel required to provide such consulting services and is willing to provide those services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Consultant shall perform the consulting services described below. Consultant shall use commercially reasonable efforts, qualified personnel, and standard industry practices in performing the services.

PAYMENT TERMS

Client shall pay Consultant for services rendered as follows. All amounts are denominated in United States dollars unless otherwise specified.

Invoices shall be issued in accordance with the Payment Schedule and are payable within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the lesser of per month or the maximum rate permitted by law. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information includes business plans, financial information, client lists, trade secrets, methodologies, and other proprietary information.

The Receiving Party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant retains ownership of all pre-existing intellectual property and methodologies used in performing the services. Subject to Client's payment in full, Consultant grants Client a limited, non-exclusive, non-transferable license to use deliverables created specifically for Client under this Agreement for its internal business purposes. Consultant will assign to Client all right, title and interest in work product that is a deliverable specifically commissioned under this Agreement to the extent such assignment is permitted by applicable law. Any tools, templates, or methodologies that constitute Consultant's proprietary materials remain Consultant's exclusive property.

INDEPENDENT CONTRACTOR; INDEMNIFICATION; LIMITATION OF LIABILITY

Consultant is an independent contractor and not an employee, agent, partner or joint venturer of Client. Consultant will be solely responsible for all taxes and employee benefits for Consultant and its personnel.

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, damages, and expenses arising out of the indemnifying party's breach of this Agreement or gross negligence or willful misconduct; provided, however, that neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages, except to the extent such damages result from a party's gross negligence or willful misconduct.

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 disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. This Agreement may be amended only by a written instrument executed by both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the contact information provided by each party below. Notices are effective upon personal delivery, two business days after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held unenforceable, the remainder of this Agreement will remain in full force and effect. The parties agree that damages at law may be inadequate to remedy a breach of the confidentiality or intellectual property provisions and that injunctive relief may be sought in addition to other remedies.

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