Business Enhancement Document

BUSINESS ENHANCEMENT DOCUMENT

This Business Enhancement Document (the "Agreement") is made effective as of between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client is engaged in the operation of a business and seeks professional services to improve specified operations, systems, and revenue-generating activities; and

WHEREAS, Provider possesses expertise, personnel and resources to perform business enhancement, advisory and implementation services and is willing to render such services to Client on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

1. SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below (collectively, the "Services"). Provider agrees to use commercially reasonable efforts, industry-standard practices, and qualified personnel to perform the Services in a professional manner.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay Provider the fees and expenses set forth below according to the following schedule. All fees are exclusive of taxes for which Client is responsible.

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, payment is due within 30 days of invoice date. Overdue amounts shall accrue interest at the Late Payment Fee specified above, or if no fee is specified, at 1.5% per month.

3. TERM AND TERMINATION

Either party may terminate this Agreement for convenience upon providing the Notice Period set forth above. Either party may terminate immediately for material breach by the other party that remains uncured for 15 days after written notice. Upon termination, Client shall pay Provider for all Services performed and reimbursable expenses incurred through the effective date of termination.

4. 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 given the nature of the information. Each party shall: (a) use the Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (i) is or becomes publicly known other than through a breach of this Agreement; (ii) is developed independently by the receiving party; or (iii) is rightfully received from a third party without restriction. A party may disclose Confidential Information to the extent compelled by law provided it gives prompt prior notice to the other party and cooperates to obtain protective relief.

5. INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider retains ownership of pre-existing materials, methodologies, tools, templates and know-how used in performing the Services. Provider hereby assigns to Client all right, title and interest in and to the specific deliverables prepared exclusively for Client under this Agreement upon Client's full payment of all fees owed for such deliverables. Provider may retain copies for recordkeeping and internal improvement, provided that such retention does not disclose Client Confidential Information.

6. REPRESENTATIONS; INDEMNIFICATION; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Provider represents that Services will be performed in a professional and workmanlike manner in accordance with industry standards. Client agrees to indemnify and hold harmless Provider from claims arising out of Client's misuse of deliverables, breach of this Agreement, or Client-provided data. Provider's liability for direct damages arising from Provider's negligence or breach is limited to the total fees paid by Client under this Agreement during the 12 months preceding the claim. Neither party will be liable for incidental, indirect, special, punitive or consequential damages.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law rules.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including attachments and referenced statements of work, constitutes the entire agreement of the parties with respect to the subject matter and supersedes all prior discussions and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

9. NOTICES

Notices shall be delivered by hand, nationally recognized overnight courier, or certified mail to the addresses above and will be deemed given upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue 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 a successor in connection with a merger or sale of substantially all assets.

Sign Now