Business Design Program Template

BUSINESS DESIGN PROGRAM TEMPLATE

This Business Design Program Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: . Effective Date: .

WHEREAS

WHEREAS, Client seeks to engage Provider to design, develop and implement a business design program intended to improve Client's business model, brand positioning, and operational design (the Program);

WHEREAS, Provider represents that it has the professional skills, experience and personnel necessary to perform the Program and deliver the agreed deliverables under the terms set forth in this Agreement.

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the Design Program in writing.

SCOPE OF WORK

Provider shall perform the Services described above with reasonable care and in a professional manner consistent with industry standards. Any changes to the Scope of Work shall be documented in a written change order executed by authorized representatives of both Parties.

PAYMENT TERMS

Total Program Fee: $ . Payment Schedule: .

Deposit Amount: $ . Invoicing Frequency: . Payment Due Within: days of invoice.

Late Fee: Interest at % per month on overdue balances, computed monthly and the maximum permitted by applicable law. All fees are exclusive of applicable taxes.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice. In addition, either Party may terminate for convenience upon prior written notice of days to the other Party.

Upon termination, Provider shall deliver any completed work and Client shall remit payment for all Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial or other information disclosed by either Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each Party agrees to (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted by this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. The receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the other's Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing Party is given prompt notice to seek a protective order.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Provider retains ownership of Provider pre-existing intellectual property, tools, templates and methodologies used in connection with the Program. Provider grants Client a perpetual, non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes, subject to Client's full payment of fees.

Work Product: To the extent any Work Product is created specifically for Client hereunder, Provider assigns to Client all right, title and interest in such Work Product upon full payment, except for Provider's pre-existing materials and any third-party materials or open-source components, which remain subject to their respective licenses.

WARRANTIES AND LIMITATION OF LIABILITY

Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from a Party's breach of confidentiality or willful misconduct, neither Party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding 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 laws rules. The Parties shall seek to resolve disputes in good faith through negotiation before pursuing any formal dispute resolution.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and change orders signed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

REPRESENTATIONS

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance of this Agreement has been duly authorized by all necessary corporate or other organizational action.

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