Business Culture Agreement

BUSINESS CULTURE AGREEMENT

This Business Culture Agreement ("Agreement") is entered into as of by and between Company Name: with principal address at and Partner Name: with principal address at .

WHEREAS

WHEREAS, Company seeks to codify and implement standards, practices, and behavioral objectives that define the organizational culture applicable to the Project described below; and

WHEREAS, Partner has experience and capabilities to assist Company in developing, documenting, and operationalizing cultural practices and agrees to provide services consistent with the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: payable as set forth below.

Invoicing: Partner shall submit invoices to Company in accordance with the payment schedule. Invoices will specify the services performed, applicable deliverables, and amounts due.

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum rate permitted by law), calculated from the date payment is due until paid in full. Company shall also reimburse Partner for reasonable collection costs and attorney fees incurred in collecting overdue amounts.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if the breaching Party fails to cure such breach within 15 days after written notice.

Termination shall not relieve either Party of obligations accrued prior to the effective date of termination, including payment for services rendered and reimbursement of expenses incurred.

CONFIDENTIALITY

Each Party acknowledges that, in the course of performing under this Agreement, it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, technical, personnel, financial, and strategic information disclosed in any form. Each Party shall: (a) hold Confidential Information in strict confidence; (b) use such information solely to perform its obligations under this Agreement; and (c) disclose such information only to those of its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that: (i) is or becomes publicly known through no wrongful act of the receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing Party is given prompt notice and an opportunity to seek protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Partner retains ownership of pre-existing intellectual property and methodologies. Subject to receipt of full payment, Partner assigns to Company all right, title, and interest in deliverables specifically prepared for Company under this Agreement, except to the extent such deliverables incorporate Partner's pre-existing tools, know-how, or proprietary frameworks, which shall remain the Partner's exclusive property and are licensed to Company for internal business use only.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each Party represents that it has the authority to enter into this Agreement. Partner warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO FEES PAID TO PARTNER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

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; AMENDMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

MISCELLANEOUS

Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates an employment, joint venture, or fiduciary relationship.

Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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