Business Document Set

BUSINESS DOCUMENT SET

This Business Document Set (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: (each a Party and collectively the Parties).

RECITALS

WHEREAS, Client engages Service Provider to perform certain consulting, advisory, and related services described herein; and

WHEREAS, Service Provider has represented that it possesses the experience, personnel, and resources necessary to provide the services set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the provision of such services and the delivery of related documents that together constitute the Business Document Set.

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. The scope includes preparation, review, and delivery of business documents, advisory sessions, and reasonable revisions as requested by Client. Specific deliverables, milestones, and acceptance criteria are set forth in the field below. Any work outside this scope will require a written change order executed by both Parties.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the compensation schedule below. All amounts are due in U.S. dollars. Service Provider shall submit invoices in accordance with the payment schedule, and Client shall pay undisputed amounts within the payment period specified.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services properly performed and expenses reasonably incurred prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other, whether in written, oral, electronic or other form, that is designated as confidential or that a reasonable person would understand 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 through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely for the purpose of performing its obligations under this Agreement; and (iii) restrict disclosure of Confidential Information to those of its employees, agents, or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations in this Section shall survive termination of the Agreement for a period of two (2) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law. Monetary damages may be inadequate to protect against breach; the disclosing Party shall be entitled to injunctive relief in addition to other remedies.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use final deliverables delivered under this Agreement for Client's internal business purposes. Service Provider retains ownership of pre-existing materials, methodologies, templates, and tools used in providing the Services. To the extent any deliverable incorporates Service Provider's pre-existing materials, Service Provider grants Client a perpetual, non-exclusive license to use such materials as incorporated in the deliverable.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against any losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments 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, negotiations and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or email with confirmation of transmission. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either Party to enforce any right shall not constitute a waiver of that or any other right. The Parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture.

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