Business Core DNA Document

BUSINESS CORE DNA DOCUMENT

This Business Core DNA Document (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client seeks to document and codify the fundamental elements of Client's business identity, including mission, vision, values, core competencies, target markets, and strategic objectives (the Business Core DNA); and

WHEREAS, Service Provider has represented that it has the expertise to analyze, synthesize and prepare a Business Core DNA Document and related deliverables for Client; and

WHEREAS, the parties desire to set forth their respective rights, duties, and obligations with respect to the preparation, delivery, payment and use of the Business Core DNA Document on the terms and conditions set forth below.

DEFINITIONS

For purposes of this Agreement, "Deliverables" means the Business Core DNA Document and any other written or digital items expressly listed in Section: Deliverables and Schedule. "Confidential Information" means information meeting the criteria in Section: Confidentiality.

SCOPE OF WORK

Service Provider shall prepare and deliver a Business Core DNA Document that includes, at minimum, the following elements: mission statement; vision statement; core values; brand attributes and tone; target customer segments; unique value proposition; key product/service offerings; strategic objectives; primary KPIs and measurement framework; and recommended messaging hierarchy. The parties may agree to additional items in writing.

PAYMENT TERMS

Client shall pay Service Provider for the Deliverables in accordance with the schedule below. Fees are exclusive of any applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and Deliverables produced through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. Confidential Information includes non-public business information, strategic plans, financial data, customer lists, and other proprietary materials disclosed in writing, orally (if identified at disclosure as confidential), or by demonstration. Each party shall: (a) use Confidential Information solely for performance or enforcement of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential materials but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Exceptions: Confidential Information shall not include information that is or becomes publicly available without breach, was rightfully in the recipient's possession prior to disclosure, is independently developed by recipient without use of discloser's Confidential Information, or is required to be disclosed by law or court order (provided recipient gives prompt notice to allow the discloser to seek protective relief).

INTELLECTUAL PROPERTY

Ownership of Preexisting Materials: Each party retains all right, title and interest in and to materials that it owned prior to the Effective Date or that were developed independently of this Agreement.

Ownership of Deliverables: Unless the parties agree otherwise in writing, upon full payment of all fees due, Service Provider assigns to Client all right, title and interest in and to the final Deliverables (excluding Service Provider's preexisting methodologies, templates, software, know-how and any third-party components, which are and remain Service Provider's exclusive property). Service Provider shall retain the right to use general skills, expertise, and non-confidential knowledge gained during performance.

Assignment of final Deliverables to Client

Perpetual, worldwide, non-exclusive license to Client for Service Provider preexisting materials embedded in Deliverables

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Service Provider represents that the Deliverables will be prepared with reasonable skill and care in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, in no event shall either party's aggregate liability under this Agreement exceed the total fees paid by Client to Service Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to the subject matter hereof. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the billing/contact addresses listed in this Agreement or to such other address as either party designates by written notice to the other.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship.

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