Business Definition Template

BUSINESS DEFINITION TEMPLATE

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client seeks to develop a formal, documented definition of its business concept, operations, products or services, target market, and key commercial attributes to support planning, funding, or implementation;

WHEREAS, Service Provider possesses expertise in business analysis, market definition, and documentation services and agrees to prepare the deliverables described herein in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

BUSINESS OVERVIEW

SCOPE OF WORK

Service Provider shall perform the following services to define and document the business in accordance with accepted professional standards:

PAYMENT TERMS

Compensation for the Services shall be as follows:

All amounts stated are payable in immediately available funds. Service Provider shall invoice Client in accordance with the Payment Schedule; Client shall remit payment within the period specified in the Payment Schedule. Any disputed amounts shall be raised in good faith within ten (10) business days of receipt of invoice and shall not relieve Client of payment obligations for undisputed amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date below and continues until the End Date below unless earlier terminated as provided herein.

Start Date:    End Date:

CONFIDENTIALITY

Each party (the "Receiving Party") may receive Confidential Information from the other party (the "Disclosing Party"). Confidential Information includes non-public business, financial, technical, customer, pricing, product, and strategic information disclosed in any form.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of .

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable license to use the deliverables for Client's internal business purposes. All pre-existing intellectual property of each party remains that party's sole property. New intellectual property created specifically and wholly as deliverables under this Agreement shall be owned by , subject to any licenses granted herein.

REPRESENTATIONS, WARRANTIES, AND LIABILITY

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. Neither party shall be liable for consequential, incidental, special, or punitive damages except to the extent caused by that party's willful misconduct or gross negligence.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the extent necessary to make it enforceable while preserving the parties' intent, and the remaining provisions shall remain in full force and effect. Notices shall be in writing and delivered to the address provided by each party.

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