Business Deep Dive

BUSINESS DEEP DIVE AGREEMENT

This Business Deep Dive Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Consultant Name: .

RECITALS

WHEREAS, Client operates a business engaged in the provision of its goods and/or services and desires an in-depth assessment of its operations, financials, market positioning and strategic opportunities; and

WHEREAS, Consultant is experienced in business analysis, operational diagnostics and strategic advisory services and has agreed to perform a Business Deep Dive for Client under the terms and conditions set forth herein; and

WHEREAS, the parties wish to document their agreement regarding the scope, deliverables, payment and other material terms governing the engagement.

PARTIES' CONTACT INFORMATION

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

SCOPE OF WORK

Consultant will perform a comprehensive Business Deep Dive that shall include, at minimum: operational review, financial analysis, market and competitive assessment, organizational review, identification of key growth levers and risks, and prioritized recommendations for action. The specific tasks, milestones and acceptance criteria are set forth below.

PAYMENT TERMS

Client shall pay Consultant fees in consideration for services rendered as follows:

Invoices are due in accordance with the Payment Schedule. Payments not received within days of the invoice date shall accrue a late fee of (or the maximum allowable under law, if less). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Consultant in collecting past due amounts.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the services described in the Scope of Work or until the End Date below, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination. If Client terminates for convenience before substantial completion, Client shall pay Consultant for all work performed to the date of termination and reasonable, documented wind-down costs.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence all non-public, confidential or proprietary information disclosed by the other party (Disclosing Party) in connection with this Agreement, and shall not use or disclose such information except as necessary to perform the services or as required by law. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement, rightfully received from a third party without confidentiality obligations, or independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years with respect to general business information, and shall survive indefinitely with respect to trade secrets. The Receiving Party acknowledges that monetary damages may be inadequate and that the Disclosing Party shall be entitled to injunctive relief to prevent or curtail any actual or threatened breach of this Section.

INTELLECTUAL PROPERTY; DELIVERABLES

Consultant shall retain ownership of its pre-existing methodologies, tools, templates and other intellectual property. Subject to full and final payment of all fees owed to Consultant, Consultant hereby assigns to Client all right, title and interest in and to the final deliverables specifically prepared for Client under this Agreement. Consultant shall retain the right to use, reproduce and adapt general skills, know-how and aggregated, anonymized findings for other clients provided no confidential Client information is disclosed.

WARRANTIES; LIMITATION OF LIABILITY

Consultant represents that it will perform services in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CONSULTANT'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO CONSULTANT FOR THE SERVICES GIVING RISE TO THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation and, if unsuccessful, through mediation prior to initiating litigation.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor by merger or acquisition.

The parties are independent contractors and nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

REPRESENTATIONS AND CERTIFICATIONS

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance of this Agreement has been duly authorized, and that the signatory signing on behalf of each party is authorized to bind such party.

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