Business Generator Plan

BUSINESS GENERATOR PLAN AGREEMENT

This Business Generator Plan Agreement (the Agreement) is entered into as of (Effective Date), by and between Company Name: located at , and Service Provider Name: located at .

RECITALS

WHEREAS, Company desires to engage Provider to develop and operate a business generation plan designed to increase qualified leads, conversions, and measurable sales results in accordance with the terms set forth in this Agreement; and

WHEREAS, Provider has represented that it possesses the experience, personnel, systems and methodologies necessary to implement and manage the business generation plan and will perform those services in a professional manner consistent with industry standards; and

WHEREAS, the parties intend for Provider to perform the Scope of Work described below in exchange for the compensation set forth herein, and to allocate responsibilities, confidentiality, ownership of work product and other risks as provided in this Agreement.

SCOPE OF WORK

Provider will perform the services and deliverables described below (Scope of Work). Provider shall use qualified personnel, exercise commercially reasonable efforts and follow the project schedule agreed by the parties.

PAYMENT TERMS

As full compensation for the Scope of Work, Company shall pay Provider in accordance with the following schedule and invoicing procedures. All fees are exclusive of sales, use or other taxes imposed by any governmental authority; Company shall be responsible for such taxes.

Provider shall submit invoices in writing to Company at the address listed above. Payments are due within days of receipt of a properly rendered invoice. Late payments shall accrue interest at the rate specified above and Company shall be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the End Date specified below, unless earlier terminated in accordance with this Section.

Commencement Date:    Termination/End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above after receipt of written notice specifying the breach. Termination shall not relieve Company of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential all non-public, proprietary or business information disclosed by the other party (Discloser) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to Recipient prior to disclosure by Discloser; (c) is rightfully obtained by Recipient from a third party without restriction; or (d) is independently developed by Recipient without reference to the Confidential Information. Confidentiality obligations shall survive termination of this Agreement for a period of unless a longer period is required by law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Except as expressly provided herein, Provider retains all right, title and interest in any pre-existing methodologies, tools, templates, software and proprietary materials used by Provider in performing the Services. Unless otherwise agreed in writing, Provider assigns to Company all right, title and interest in and to deliverables and work product specifically created for Company under this Agreement upon full payment of all fees due for such deliverables. Provider may retain copies of deliverables for its internal records and to comply with legal obligations.

LIMITATION OF WARRANTIES; INDEMNITY

Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Company shall indemnify, defend and hold Provider harmless from third-party claims arising from Company-provided materials or instructions. Provider's aggregate liability for any claim arising out of or related to this Agreement shall be limited to the total fees paid by Company to Provider in the six months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Agreement.

ENTIRE AGREEMENT

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

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the notice addresses set forth above by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail where receipt is acknowledged in writing.

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