Business Discussion Guide

BUSINESS DISCUSSION GUIDE

Client Name:   Client Address:

Consultant Name:   Consultant Address:

Date of Discussion:   Location:

RECITALS

WHEREAS, Client desires to engage Consultant to conduct a structured business discussion and preparatory analysis for the potential provision of consulting services and related deliverables, and Consultant is willing to provide such discussion and preparatory services in accordance with the terms set forth herein; and

WHEREAS, the parties intend for this Business Discussion Guide to identify objectives, scope, preliminary deliverables, estimated fees, and logistical items necessary to support further engagement and any subsequent statement of work or services agreement; and

WHEREAS, the parties acknowledge that the conclusions reached during the discussion are preliminary and subject to confirmation in a separate written agreement should the parties elect to proceed with implementation.

OBJECTIVES

The primary objectives of the discussion are to (a) clarify business needs and desired outcomes; (b) identify key stakeholders and decision criteria; (c) outline potential scope and deliverables; and (d) determine a high-level timeline and preliminary fee structure. Specific objectives for this session:

SCOPE OF WORK (DISCUSSION CONTENT)

The parties agree that the discussion will address the following topics. Consultant will prepare notes and a summary of findings and recommendations as specified below.

DELIVERABLES AND ACTION ITEMS

Consultant shall prepare a written summary of the discussion and a list of recommended next steps. The parties may identify additional deliverables below.

PAYMENT TERMS

Fee for the discussion, summary, and any preliminary analysis: Amount: $

Late fee: The Client agrees that any payment not received within days of invoice will accrue interest at until paid in full. Client is responsible for all reasonable collection costs, including attorney fees.

TERM AND TERMINATION

This Business Discussion Guide is effective as of Start Date: and will terminate on End Date: unless earlier terminated as provided below.

Either party may terminate this Guide upon written notice to the other party with at least days' advance notice. Termination does not relieve the Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with the discussion it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in writing, orally, or by inspection that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Recipient shall (a) treat Confidential Information with the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely for purposes of the discussion and activities contemplated by this Guide; and (c) not disclose Confidential Information to third parties except to its employees, agents or professional advisors having a need to know and subject to confidentiality obligations at least as protective as those contained herein.

The obligations set forth in this section do not apply to information that (i) is or becomes publicly available through no breach by the recipient; (ii) was rightfully in the recipient's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. If disclosure is compelled by law or order, recipient shall provide prompt notice to disclosing party and cooperate to seek protective measures.

LIMITATION OF LIABILITY

Except for breach of confidentiality or willful misconduct, neither party will be liable to the other for any indirect, incidental, consequential, special or punitive damages. Each party's aggregate liability arising out of or related to this Guide will not exceed the amounts actually paid to Consultant under this Guide.

GOVERNING LAW

This Guide will be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Guide.

ENTIRE AGREEMENT; AMENDMENT

This Business Discussion Guide, including any appended exhibits or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and proposals, whether oral or written. Any modification must be made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Guide is held invalid or unenforceable, the remainder of the Guide will remain in full force and effect. Neither party may assign this Guide without the other party's prior written consent, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all assets.

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