Business Consulting Plan

BUSINESS CONSULTING PLAN

This Business Consulting Plan (the "Plan") is entered into as of by and between Client Name: and Consultant Name: .

WHEREAS

WHEREAS, Client seeks professional advisory and implementation services to improve specified areas of Client's business operations, strategic positioning, and financial performance; and

WHEREAS, Consultant represents that Consultant possesses the experience, expertise, and personnel necessary to provide such consulting services and is willing to provide those services to Client pursuant to the terms of this Plan; and

WHEREAS, the parties desire to set forth the scope of work, payment terms, confidentiality obligations, term and termination, and other material terms governing the provision of services.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Consultant the fees set forth below for the services identified in the Scope of Work. All amounts are in U.S. Dollars unless otherwise specified.

Any undisputed amount not paid within days after the invoice due date shall accrue interest at the rate of , and Client shall reimburse Consultant for reasonable collection costs and attorneys' fees incurred to enforce payment.

TERM AND TERMINATION

This Plan commences on and continues in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Plan for convenience upon providing days' prior written notice to the other party. Upon such termination, Consultant shall be entitled to payment for services performed and reasonable expenses incurred through the effective date of termination.

Either party may terminate this Plan immediately for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for cause shall not relieve the breaching party of liabilities arising prior to termination.

CONFIDENTIALITY

For purposes of this Plan, "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") 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. Confidential Information includes, without limitation, business plans, financial data, trade secrets, customer lists, pricing information, and proprietary processes.

Recipient shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Plan; (b) restrict disclosure of Confidential Information to those employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) 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.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of Recipient; (ii) was lawfully known to Recipient prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Confidential Information to the extent compelled by law or court order, provided Recipient gives Discloser prompt prior written notice to permit Discloser to seek protective relief.

The obligations of confidentiality shall continue for a period of three (3) years from the date of disclosure, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law. Monetary damages may be inadequate for breach of this confidentiality provision; therefore, the parties agree that injunctive relief, specific performance, or other equitable relief may be appropriate to prevent or remedy any alleged or actual breach.

GOVERNING LAW

This Plan 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 within that state for any dispute arising under this Plan.

MISCELLANEOUS

Independent Contractor: Consultant is an independent contractor and not an employee, agent, or partner of Client. Consultant shall have sole responsibility for payment of all compensation and benefits to its personnel and for all applicable taxes.

Assignment: Neither party may assign its rights or delegate its obligations under this Plan without the prior written consent of the other party, except that Consultant may assign receivables to a financing institution without Client consent.

Notices: Any notice required or permitted under this Plan shall be in writing and delivered to the addresses provided below or to such other address as a party may designate in writing.

ENTIRE AGREEMENT

This Plan, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between Client and Consultant with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. Any modification to this Plan must be in writing and signed by authorized representatives of both parties.

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