Business Engagement Session Agreement

BUSINESS ENGAGEMENT SESSION AGREEMENT

This Business Engagement Session Agreement (Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Provider is engaged in the business of providing business strategy, facilitation and engagement sessions and possesses the professional expertise and personnel required to conduct such sessions; and

WHEREAS, Client desires to retain Provider to perform an engagement session described herein, and Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement session.

SCOPE OF WORK

Provider will conduct one or more business engagement sessions with Client as described below. The scope, deliverables and anticipated outcomes are set forth in the field below. Any changes to scope must be agreed in writing.

PAYMENT TERMS

Client shall pay Provider fees as described below. All fees are exclusive of applicable taxes and reimbursable expenses unless otherwise stated.

Total Fee: $

Payment Schedule:

Late Payment: Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is less. Client shall also be responsible for any collection costs and reasonable attorneys' fees incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

Term Commencement Date: . Anticipated Termination Date:

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Provider may terminate immediately for nonpayment or material breach that is not cured within 10 days after written notice.

Upon termination, Client remains obligated to pay Provider for all services performed and expenses incurred through the effective date of termination, together with any non-cancellable commitments made by Provider in connection with the engagement.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

The obligations in this section do not apply to information that: (i) is or becomes generally known to the public other than as a result of a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party provides the disclosing party prompt written notice and cooperates in seeking a protective order.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider retains ownership of its preexisting materials, methodologies and intellectual property. Provider grants Client a nonexclusive, nontransferable license to use any deliverables provided solely for Client's internal business purposes. Client shall not reproduce or distribute Provider's proprietary materials without prior written consent.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from claims arising out of the indemnifying party's willful misconduct or gross negligence. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any action arising out of this Agreement shall be brought in the state or federal courts located in that state.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice.

ENTIRE AGREEMENT

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

CANCELLATION AND RESCHEDULING

Cancellation by Client within days of a scheduled session will result in forfeiture of any non-refundable deposit. Rescheduling requested more than the stated notice period is subject to Provider availability and may incur an administrative fee of $ .

SIGNATURES

The parties below represent that they are authorized to enter into this Agreement and bind the entity for which they sign.

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