Business Framework BFWC Document

BUSINESS FRAMEWORK BFWC DOCUMENT

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

Client Name:

Framework Provider Name:

WHEREAS

WHEREAS, Client seeks to engage Provider to deliver a business framework and related advisory, implementation and support services to facilitate Client's strategic, operational and governance objectives; and

WHEREAS, Provider has represented that it possesses the experience, personnel and resources necessary to perform the services described in this Agreement and will perform such services in accordance with professional standards and the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Fee: (USD).

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at or the maximum permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days following written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services performed prior to termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (Discloser) in connection with the Agreement. Confidential Information includes business plans, financial data, technology, specifications, and any information designated as confidential or that reasonably should be understood to be confidential. Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) apply at least the same degree of care to protect Confidential Information as Recipient uses with its own confidential information, but not less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was in Recipient's lawful possession prior to disclosure; (iii) is received from a third party without restriction and without breach of any obligation of confidentiality; or (iv) is independently developed without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives prompt written notice and cooperates with Discloser in any lawful effort to limit disclosure.

INTELLECTUAL PROPERTY & DELIVERABLES

Subject to Client's payment in full of all amounts due, Provider assigns to Client all right, title and interest in and to all tangible deliverables and written materials created specifically for Client under this Agreement. Provider retains ownership of Provider's pre-existing methodologies, templates, tools and know-how, and grants Client a nonexclusive, nontransferable license to use such materials solely in connection with Client's internal business operations arising out of this Agreement.

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 or punitive damages. Each party's aggregate liability for claims arising out of or related 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 claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to choice of law principles that would apply the laws of another jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship between the parties.

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