Business Descriptions Template

BUSINESS DESCRIPTIONS TEMPLATE

This Business Descriptions Template (the Agreement) is entered into by the parties identified below as of the Effective Date stated herein.

Client Name:    Service Provider:    Effective Date:

RECITALS

WHEREAS, Client conducts business and requires a written general description of its business, operations, products and services, and related commercial attributes for planning, financing, marketing or regulatory purposes; and

WHEREAS, Service Provider is engaged in preparing and documenting business descriptions and agrees to prepare, organize and deliver such descriptions in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their agreement as to the scope, payment, confidentiality and other terms applicable to the preparation and delivery of the business descriptions;

PARTY & BUSINESS IDENTIFICATION

SCOPE OF WORK

Service Provider shall prepare a written Business Description package for Client setting forth the Client's core business characteristics, including but not limited to an overview, products and services, target market, competitive advantages, organizational structure, operations, intellectual property, regulatory considerations, revenue model and recommended milestones. Deliverables shall be provided in written form and electronic format where applicable.

BUSINESS DESCRIPTION COMPONENTS

PAYMENT TERMS

Client shall pay Service Provider fees as set forth below in consideration for the preparation and delivery of the Business Description package.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date or until earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party, provided that the breaching party is given written notice and a reasonable cure period of no less than the Notice Period stated above. Termination shall not relieve Client of obligation to pay for all work performed through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public business information disclosed in written, electronic or oral form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Receiving party shall: (a) use Confidential Information solely for the purposes of performing obligations under this Agreement; (b) restrict disclosure to those employees, contractors or advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party without prior written consent of disclosing party. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, was independently developed without use of Confidential Information, or is lawfully obtained from a third party without restriction.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating any litigation. Venue for any judicial proceedings shall be in the state and federal courts located within the governing state.

MISCELLANEOUS

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 successor in connection with a sale of substantially all of its assets.

Amendments: Any modification or amendment to this Agreement must be in writing and signed by duly authorized representatives of both parties.

ENTIRE AGREEMENT

This Agreement, together with any written statements of work and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' intent.

Sign Now