Business Feedback Letter

BUSINESS FEEDBACK LETTER

Letter Date:

From:    Company:

RECITALS

WHEREAS, Client Name: (the "Client") wishes to obtain professional written feedback, analysis and advisory observations concerning Client's business operations, products, services and related materials (collectively, the "Materials");

WHEREAS, Provider Name: (the "Provider") has represented that it possesses the experience and expertise to review the Materials and deliver a Feedback Report and related commentary (the "Services");

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will furnish the Services and Client will compensate Provider as set forth below.

SCOPE OF WORK

Provider shall perform the Services described below. The Services will include objective assessment, written findings, prioritized recommendations, and up to two review calls to discuss the Feedback Report unless otherwise agreed in writing.

PAYMENT TERMS

Fee for Services: $   Payment due within  days of invoice.

Late Payment Fee: Interest shall accrue on overdue amounts at  per month, or the maximum lawful rate if lower. Client shall also reimburse Provider for reasonable collection costs.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least  days prior to termination. If terminated by Client other than for Provider breach, Client shall pay Provider for Services performed to date and any non‑cancelable commitments incurred.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public business information disclosed orally or in writing by one party (the Discloser) to the other (the Recipient), including but not limited to business plans, financial information, product designs, customer lists, and the Materials. Recipient shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to those employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no breach by Recipient; (ii) was lawfully in Recipient's possession prior to disclosure; (iii) is independently developed by Recipient without use of the Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates with Discloser’s efforts to seek confidential treatment or a protective order.

Acknowledgement of Confidentiality:

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

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

Remedies: Monetary damages may be inadequate to remedy a breach of the confidentiality obligations; accordingly, the Discloser shall be entitled to seek injunctive relief in addition to other remedies.

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