Business Footprint Template

BUSINESS FOOTPRINT TEMPLATE

This Business Footprint Template (the Agreement) is entered into as of Day Month Year (Effective Date), by and between Client Name: with address (Client), and Service Provider Name: with address (Service Provider).

WHEREAS

WHEREAS, Client conducts business activities and seeks to document the operational footprint, strategic deliverables, and commercial parameters associated with a new or existing business location, service offering, or project; and

WHEREAS, Service Provider possesses the experience, personnel, and systems to assess, document, and produce a business footprint deliverable describing physical footprint, staffing model, equipment and technology needs, regulatory touchpoints, and estimated operating costs (the Deliverable); and

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ payable as set forth below.

Late Payment: Any undisputed amount not paid when due shall bear interest at , compounded monthly, until paid. Client shall also reimburse reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on Day Month Year and shall continue until Day Month Year unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Upon termination for convenience, Client shall pay Service Provider for all work performed and reasonable non-cancellable commitments incurred up to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

Obligations: Receiving party shall (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict access to Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to third parties without prior written consent of the disclosing party.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach of this Agreement; (ii) already known to receiving party at the time of disclosure as evidenced by written records; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the other party's Confidential Information.

Compelled Disclosure: If a receiving party is compelled to disclose Confidential Information by law, regulation, or court order, it shall provide prompt notice to the disclosing party to permit seeking a protective order or other remedy and shall disclose only that portion which is legally required.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflict of laws. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all of its assets or equity, provided that the assignee assumes all obligations hereunder.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, even if advised of the possibility of such damages.

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