Business Customer Strategy Agreement

Business Customer Strategy Agreement

This Business Customer Strategy Agreement ("Agreement") is entered into by the parties identified below and is effective as of the Effective Date. Effective Date:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client seeks professional services to develop and implement strategies to improve customer acquisition, retention, and lifetime value; and

WHEREAS, Service Provider represents that it has the requisite expertise, personnel, and resources to provide business customer strategy services described herein; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform such services for Client.

1. Scope of Work

Deliverables will include strategy documents, prioritized action plans, implementation roadmaps, performance metrics, and recommended tooling. Deliverables and milestones shall be defined in writing and attached as an exhibit or agreed by email prior to commencement of the related work.

2. Payment Terms

Total Fee: $ payable in accordance with the schedule below.

Late Payment: Any undisputed amount not received by Service Provider within days after the due date shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred in enforcing payment.

3. Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with not less than days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination and for any non-cancellable commitments reasonably made by Service Provider in anticipation of performing the remaining services.

4. Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by a party ("Disclosing Party") to the other ("Receiving Party") related to business operations, customer data, pricing, strategies, processes, technology, and other proprietary information that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors, and agents with a need to know and under obligations of confidentiality at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Receiving Party; (ii) was in Receiving Party's lawful possession prior to disclosure; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

Remedies: Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach and that Disclosing Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity.

5. Intellectual Property and Materials

Ownership: Except as expressly provided below, each party retains all right, title, and interest in and to its pre-existing intellectual property. Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes upon full payment of all fees.

Pre-Existing Materials and Third-Party Tools: Service Provider may incorporate pre-existing materials and third-party tools into deliverables. Such incorporated materials are licensed to Client only to the extent necessary for Client's permitted use of the deliverables, subject to any third-party license terms.

6. Representations; Warranties; Limitation of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes promptly by negotiation. If the dispute is not resolved within thirty (30) days, either party may seek any available remedies in the courts of the state specified above.

8. Miscellaneous

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may specify in writing.

9. Entire Agreement

This Agreement, together with any exhibits or statements of work and the payment schedule agreed in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

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