Business Feasibility Study

BUSINESS FEASIBILITY STUDY AGREEMENT

This Business Feasibility Study Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client seeks an independent feasibility assessment to evaluate the commercial viability, technical requirements, and financial projections for the project titled ;

WHEREAS, Consultant has the professional expertise and experience to perform market analysis, technical review, financial modeling, and operational assessment necessary to produce such a feasibility study; and

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

SCOPE OF WORK

Consultant shall perform the services described below in a professional manner consistent with industry standards. The services shall include, but are not limited to, the tasks identified in the Scope of Work field and any milestones agreed in writing by the parties.

METHODOLOGY & MILESTONES

Consultant will employ the following methodology components (select applicable):

Market analysis
Technical feasibility and engineering review
Financial modeling and sensitivity analysis
Operational planning and resource assessment

Due Date:

Due Date:

Due Date:

PAYMENT TERMS

Compensation for the services described herein shall be paid in accordance with the schedule below.

Deposit Due Date:

Balance Due Within:

(Percent per month applied to overdue amounts; parties may modify this by written agreement.)

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may also terminate for convenience upon days prior written notice to the other party.

Upon termination, Consultant shall deliver to Client any completed deliverables and invoice Client for all services performed and reasonable reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall not disclose such Confidential Information to any third party and shall use it only to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that is (a) publicly available through no fault of Recipient; (b) already lawfully known to Recipient at the time of disclosure; (c) independently developed by Recipient without use of Discloser's Confidential Information; or (d) required to be disclosed by law or court order, provided Recipient gives prompt notice to Discloser to seek protective relief.

INTELLECTUAL PROPERTY

Consultant retains ownership of any pre-existing intellectual property and methodologies used in performing the Study. Unless otherwise agreed in writing, upon full payment of amounts due under this Agreement, Consultant grants to Client a perpetual, non-exclusive license to use the final deliverables solely for Client's internal business purposes.

WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNITY

Consultant warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Except for the foregoing warranty, Consultant disclaims all other warranties, express or implied.

LIMITATION OF LIABILITY: Except for liability arising from willful misconduct or gross negligence, Consultant's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement. Parties may specify an alternate cap amount here:

GOVERNING LAW; ENTIRE AGREEMENT

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

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

NOTICES

Notices shall be sent to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be effective upon receipt.

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