Business EYE Document

Business EYE Document

This Business EYE Document (the "Agreement") is entered into as of Effective Date: by and between:

Client Name: , Client Address:

and

Service Provider Name: , Provider Address:

RECITALS

WHEREAS, Client desires to engage Provider to perform a business evaluation, opportunity assessment, and enhancement planning initiative (collectively, the "Business EYE Services") with the objective of identifying operational efficiencies, growth opportunities, and measurable performance improvements; and

WHEREAS, Provider has the professional qualifications, experience, and personnel necessary to perform the Business EYE Services and is willing to provide such services to Client on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Provider shall perform the Business EYE Services described below. The parties acknowledge that the scope may be adjusted by mutual written agreement. Provider will deliver written findings and recommended action plans as part of the deliverables.

PAYMENT TERMS

Compensation for the Business EYE Services shall be as follows. Client shall pay Provider all fees in U.S. dollars in accordance with the schedule below. All payments are due within the applicable time frame set forth in this section and invoices shall reference the corresponding deliverable or phase.

Late payments shall accrue interest at the lesser of one percent (1.0%) per month or the maximum rate permitted by law, calculated from the date payment was due until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, business plans, client lists, financial information and proprietary methods.

The receiving party shall (a) use 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 who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with the disclosing party to seek protective measures.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Provider shall defend, indemnify and hold Client harmless from and against third party claims to the extent arising from Provider's breach of this Agreement or Provider's negligent acts or omissions in performing the Business EYE Services. Client shall indemnify Provider for claims arising from Client's misuse of deliverables or Client's breach of this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all intellectual property rights in methodologies, templates, tools, and other pre-existing materials used or developed by Provider in connection with the Services. Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Modification or resale of deliverables is prohibited without Provider's prior written consent.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and 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, understandings and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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 either party may designate in writing. Notice shall be deemed received when delivered by hand, by confirmed electronic transmission, or three (3) business days after deposit with a nationally recognized overnight courier.

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