Business Discovery Kit

BUSINESS DISCOVERY KIT

Client Name:    Consultant Name:

Effective Date:    Project Title:

WHEREAS

WHEREAS, Client is engaged in the operation of a business and seeks to document, analyze, and define business operations, market positioning, financial baseline, and strategic needs for the Project Title identified above; and

WHEREAS, Consultant possesses the experience and professional capabilities to conduct a structured discovery process, including interviews, document review, data mapping, and recommendations, and is willing to perform such services under the terms set forth in this Business Discovery Kit; and

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows.

1. SCOPE OF WORK

The Consultant will perform a structured discovery process to identify business requirements, constraints, opportunities, and recommended next steps. The discovery process will generally include stakeholder interviews, review of core documents and data, gap analysis, and a summary report with prioritized recommendations.

Business model summary Financial baseline & assumptions Operations & process map Market & competitive summary Technology assessment

2. PAYMENT TERMS

Client agrees to pay Consultant the fees described below in consideration for services performed under this Business Discovery Kit.

Late payment will accrue interest at the rate of % per month on overdue balances, in addition to any collection costs reasonably incurred by Consultant.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this engagement for convenience upon written notice delivered at least days prior to the intended termination date. Termination for cause may be effected immediately for material breach if such breach is not cured within 15 days after written notice.

4. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information excludes information that is or becomes generally known to the public other than by breach of this Agreement, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without restriction. Each party will hold Confidential Information in strict confidence, use it only for the purposes of performing obligations under this Agreement, and not disclose it to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Upon termination or expiration of this Agreement, each party will return or destroy the other's Confidential Information and certify such return or destruction in writing upon request.

The parties expressly agree that the confidentiality obligations in this section are mutual and survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they meet the legal definition of trade secret.

5. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Consultant warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, services are provided without other warranties, express or implied.

7. LIMITATION OF LIABILITY

Except for damages arising from willful misconduct or gross negligence, neither party will be liable for incidental, special, punitive, or consequential damages, and the aggregate liability of Consultant for any claim arising out of or relating to this Agreement will not exceed the total fees paid by Client to Consultant under this Agreement.

8. ENTIRE AGREEMENT

This Business Discovery Kit, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

ADMINISTRATIVE INFORMATION

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