Business Discovery Document

Business Discovery Document

Recitals

THIS BUSINESS DISCOVERY DOCUMENT (the "Document") is entered into between the parties to record the information, scope and terms upon which the Client will provide information and the Consultant will analyze, advise, and prepare deliverables. Client Name:

WHEREAS, the Client wishes to engage the Consultant to perform a business discovery and analysis to identify strategic, operational, financial and technological opportunities and risks; and

WHEREAS, the Consultant has experience in conducting business assessments and preparing scopes of work and recommendations based on information provided by the Client; and

NOW, THEREFORE, the parties agree to the terms set forth in this Document.

Client Business Information

Business Overview

Financial and Operational Snapshot

Scope of Work

The Consultant will perform a discovery engagement consisting of review, interviews, analysis and a written summary report with findings and recommended next steps. The parties should describe specific deliverables, milestones, acceptance criteria, and estimated timeline below.

Payment Terms

In consideration for the Consultant's services, the Client shall pay the Consultant in accordance with the terms set forth below.

Late payments shall accrue interest at a rate of on the outstanding balance, in addition to the Consultant's right to suspend services until amounts due are paid.

Term and Termination

This Document commences on the Start Date: and, unless earlier terminated in accordance with this section, shall continue until the End Date: or until completion of the Scope of Work.

Either party may terminate this Document for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach upon ten (10) days' written notice if the breaching party fails to cure the breach within that period.

Upon termination, the Client shall pay the Consultant for all work performed and reimbursable expenses incurred through the effective date of termination. The Consultant shall deliver any work in progress and return or destroy Confidential Information in accordance with this Document.

Confidentiality

For purposes of this Document, "Confidential Information" means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Document; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without restriction.

The receiving party will hold Confidential Information in strict confidence, use it solely to perform its obligations under this Document, and will not disclose it to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Document. These confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Intellectual Property; Use of Materials

Each party retains all rights in its pre-existing intellectual property. Except as expressly provided herein, ownership of deliverables created specifically for the Client pursuant to the Scope of Work will transfer to the Client upon full payment of all fees owed to the Consultant, excluding Consultant's methodologies, templates and tools, which remain Consultant's confidential intellectual property. The Consultant grants the Client a non-exclusive, non-transferable license to use such methodologies solely as included in the deliverables.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the authority to enter into this Document and to perform its obligations. The Client shall indemnify and hold harmless the Consultant from claims arising from Client-provided data or materials that infringe third-party rights. Except for willful misconduct or gross negligence, Consultant's aggregate liability under this Document shall not exceed the total fees paid by the Client to the Consultant under this Document.

Data Access and Cooperation

The Client will provide timely access to data, personnel, records and systems reasonably necessary for the Consultant to perform the Scope of Work. The Client warrants that it has the right to provide such access and that provision of the information does not violate applicable law or third-party agreements. The Consultant will use reasonable measures to protect access credentials and data while in its possession.

Governing Law; Dispute Resolution

This Document shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules. The parties shall attempt in good faith to resolve disputes through negotiation, and if unresolved, submit disputes to binding arbitration in the County of before a single arbitrator.

Entire Agreement; Amendments

This Document, together with any attachments or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by both parties.

Acknowledgement

The parties acknowledge that they have read and understand this Document, that they accept the obligations set forth herein, and that the individuals signing below are authorized to bind their respective parties.

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