Business Core Maximizer

BUSINESS CORE MAXIMIZER AGREEMENT

This Business Core Maximizer Agreement (the Agreement) is made effective as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business operations analysis, process optimization, strategic planning, and implementation services designed to increase the efficiency, revenue generation, and profitability of commercial enterprises; and

WHEREAS, Client desires to retain Service Provider to perform the Core Maximizer services described in this Agreement and Service Provider is willing to perform such services under the terms set forth herein.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Service Provider will perform the Business Core Maximizer services for Client which shall include assessment of core operations, identification of inefficiencies, development of an optimization plan, implementation support, and monitoring of agreed performance metrics. The parties acknowledge that specific deliverables, milestones, and performance measures shall be set forth below and may be amended by written agreement.

PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the following payment terms.

All amounts stated are exclusive of taxes. Client is responsible for any sales, use, value-added, or other similar taxes, unless Client provides a valid exemption certificate prior to invoicing.

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 convenience upon providing written notice to the other party no fewer than days prior to the intended termination date. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Service Provider shall be compensated for services performed and expenses reasonably incurred through the effective date of termination. Any pre-paid, unearned fees shall be refunded to Client within thirty (30) days after termination, less any set-off for amounts due to Service Provider.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, in writing, or by inspection of tangible objects, 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.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third parties except as permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations set forth in this paragraph shall not apply to information that the Receiving Party can demonstrate (i) is or becomes generally available to the public through no breach by the Receiving Party, (ii) was in the Receiving Party's lawful possession prior to receipt without restriction on disclosure, (iii) is rightfully received from a third party without restriction on disclosure, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon expiration or termination of this Agreement, Receiving Party shall promptly return or destroy, at Disclosing Party's option, all Confidential Information and certify in writing that it has complied with this obligation, except to the extent a party is required to retain records by law or internal retention policy, in which case it shall continue to protect such retained Confidential Information in accordance with this Agreement.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liabilities arising from gross negligence, willful misconduct, or breach of Section CONFIDENTIALITY, the aggregate liability of each party under this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for incidental, consequential, special, or punitive damages.

Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement, misuse of deliverables, or claims that Client's materials infringe third-party rights.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing methodologies, templates, tools, and materials. Client shall receive a non-exclusive, non-transferable license to use deliverables provided by Service Provider for Client's internal business purposes. Any custom work-for-hire obligations must be set forth in writing and signed by both parties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or written schedules attached hereto and any subsequent written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. 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 addresses set forth in the Parties and Contact Information section or to such other address as a party may designate by written notice. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

SIGNATURES

The parties, through their authorized representatives, have executed this Agreement as of the Effective Date first written above.

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