Business Experts Document

BUSINESS EXPERTS AGREEMENT

This Business Experts Agreement (the Agreement) is entered into as of by and between Client Name: and Expert Name: .

RECITALS

WHEREAS, Client Name: seeks specialized business consulting, analysis and advisory services in furtherance of Client's business operations and strategy; and

WHEREAS, Expert Name: represents that Expert has the skill, experience and capacity to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Expert will provide services to Client and the compensation to be paid to Expert.

SCOPE OF WORK

Expert shall perform the professional services described below (the Services). Expert shall use commercially reasonable efforts and professional skill customary in the industry when performing the Services.

PAYMENT TERMS

Client shall pay Expert the compensation set forth below in consideration for the full performance of the Services. All fees are exclusive of taxes unless otherwise stated. Unless otherwise agreed in writing, Client shall reimburse Expert for reasonable, preapproved out-of-pocket expenses.

Any undisputed amount not paid within days of the invoice due date shall incur a late fee of and interest at the lesser of (i) percent per month or (ii) the maximum rate permitted by applicable law.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, terminates on End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, customer lists, technical data, methodologies and trade secrets.

The Receiving Party shall (i) maintain the confidentiality of Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they meet the legal definition of a trade secret.

The foregoing obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction and without breach of a nondisclosure obligation; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party provides prompt written notice to the Disclosing Party to permit a protective order or other remedy.

INDEPENDENT CONTRACTOR; NO EMPLOYMENT

Expert shall perform Services as an independent contractor. Nothing in this Agreement shall be construed to create an employment, joint venture or agency relationship between the parties. Expert shall be solely responsible for all taxes, withholdings and other statutory obligations arising from compensation paid under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Expert under this Agreement during the twelve (12) months preceding the claim.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and exhibits expressly incorporated herein, 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. This Agreement may be amended or modified only by a written instrument signed by both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the economic, business and other purposes of the invalid or unenforceable provision. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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