Business Discovery Template

BUSINESS DISCOVERY TEMPLATE

Client Name:   Consultant Name:

RECITALS

WHEREAS, Client engages Consultant to provide advisory, analysis and implementation services to evaluate Client's business operations, systems, financial profile and strategic objectives (the "Services"); and

WHEREAS, Consultant has the expertise and resources to perform the Services and will perform those Services in accordance with the scope, schedule and terms set forth in this Agreement effective as of the Effective Date: .

WHEREAS, the parties desire to record their understanding regarding deliverables, compensation, confidentiality and other material terms in this Business Discovery Template to guide the engagement.

COMPANY INFORMATION

Corporation   LLC   Partnership   Sole Proprietorship   Other:

SCOPE OF WORK

The Consultant will perform the Services described below in a professional manner consistent with industry standards. The scope may include diagnostic review, stakeholder interviews, systems assessment, financial analysis, strategy recommendations and a deliverable package of findings and prioritized actions.

PROJECT TIMELINE & MILESTONES

Estimated Completion Date:

PAYMENT TERMS

Total Fee:

Invoices will be issued in accordance with the Payment Schedule and are due within days of invoice receipt. Late payments shall incur interest at % per month, or the maximum allowable under applicable law, whichever is lower.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated, shall continue until End Date: or until Services are completed, whichever occurs first.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective termination date. Either party may terminate immediately for material breach if the breach remains uncured for a period of 14 days following written notice of breach.

Upon termination, Consultant shall deliver all completed work products and Client shall pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") and shall use Confidential Information solely for the performance of the Services. "Confidential Information" includes non-public business, technical and financial information disclosed in any form.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; or (c) was independently developed by the Receiving Party without use of Confidential Information.

Upon written request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information and certify such destruction upon request. Remedies for breach include injunctive relief and monetary damages.

INTELLECTUAL PROPERTY & DATA

Subject to full payment of all fees due, Consultant assigns to Client all right, title and interest in and to the final deliverables prepared specifically for Client under this Agreement. Consultant retains all right, title and interest in any of Consultant's pre-existing materials, methodologies, know-how and tools ("Background IP"). Background IP is licensed to Client on a non-exclusive, non-transferable, worldwide license to the extent incorporated in the deliverables.

Client authorizes Consultant to access relevant systems, records and personnel as reasonably necessary to perform the Services. Client is responsible for securing any system credentials and authorizations it provides. Consultant shall use reasonable technical and organizational measures to protect Client Data against unauthorized access or disclosure.

REPRESENTATIONS, WARRANTIES & COMPLIANCE

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that it has obtained all necessary consents and rights to permit Consultant to access Client systems and data in connection with the Services. Each party agrees to comply with applicable laws and regulations in performing its obligations.

EXISTING CONTRACTS & MATERIAL RISKS

KEY CONTACTS

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, including any exhibits, schedules and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver is effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

ACKNOWLEDGMENT

The parties below represent that they are authorized to execute this Agreement on behalf of the respective party and that the information provided in this Business Discovery Template is true and accurate to the best of their knowledge.

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