Business GPS Template

BUSINESS GPS TEMPLATE

This Business GPS Template (the Agreement) is made and entered into as of Effective Date: by and between: Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Service Provider to provide strategic business planning, operational guidance, and milestone mapping (the Services) to assist Client in achieving specified business objectives; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel, and resources necessary to perform the Services in a diligent, timely, and workmanlike manner consistent with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Services will be performed and compensated.

SCOPE OF WORK

Service Provider shall perform the Services described below. The Services shall include planning, research, strategy sessions, deliverable drafting, milestone setting, and periodic reviews as agreed by the parties. Specific tasks, deliverables, acceptance criteria, and timelines shall be set forth as follows:

PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Service Provider in accordance with the following terms. All fees are exclusive of applicable taxes unless otherwise stated.

Overdue amounts shall bear interest at the lesser of the maximum rate permitted by applicable law or: per month, and/or a flat late fee of .

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach that is not cured within thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not use Confidential Information for any purpose other than performance or enforcement of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, advisors, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is: publicly known through no breach of this Agreement, independently developed without reference to the Confidential Information, or required to be disclosed by law, provided the disclosing party gives prompt written notice to the other party and cooperates in seeking appropriate protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and methodology. Subject to Client's payment of all amounts due, Service Provider assigns to Client all right, title, and interest in and to deliverables specifically created for Client under this Agreement, excluding Service Provider's pre-existing materials and tools, which are licensed to Client on a non-exclusive, non-transferable basis for Client's internal business use.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party designates by written notice.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between senior executives. If the dispute cannot be resolved within forty-five (45) days, the parties may pursue any available legal or equitable remedies in the courts located in the governing state.

ENTIRE AGREEMENT

This Agreement, including 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, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. If any provision is held invalid, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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