Business Guidance Notes

BUSINESS GUIDANCE NOTES

RECITALS

WHEREAS, Client Name: and Advisor Name: , desire that Advisor provide advisory services consisting of business guidance notes, analysis and recommendations; and

WHEREAS, the parties wish to set forth their respective responsibilities, payment terms and other material terms governing the provision and use of such guidance;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Deliverables will include written business guidance notes, prioritized action items, and a briefing meeting to review findings. Any additional advisory work outside the agreed scope will require written amendment and may incur additional fees.

PAYMENT TERMS

All fees are payable in United States dollars unless otherwise agreed in writing. Invoices not paid within the time specified in the Payment Schedule shall accrue the Late Payment amount specified above. Client is responsible for any recovery costs, including reasonable attorney fees, for overdue payments.

TERM AND TERMINATION

This Agreement commences on Start Date: and expires on End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement for material breach if such breach remains uncured for the Notice Period following written notice. Termination shall not relieve Client of obligations to pay fees for services performed through the effective date of termination.

CONFIDENTIALITY

Each party agrees that Confidential Information disclosed by the other party shall be used solely for the purposes of this Agreement and shall not be disclosed to third parties without prior written consent, except as required by law. Confidential Information does not include information that is or becomes public through no fault of the receiving party, independently developed by the receiving party, or rightfully obtained from a third party without restriction.

LIMITATION OF LIABILITY AND DISCLAIMERS

Advisor's guidance is advisory in nature. Advisor shall exercise reasonable professional care but does not guarantee specific business outcomes. To the maximum extent permitted by law, Advisor's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Advisor under this Agreement. Neither party shall be liable for consequential, incidental, or punitive damages.

Client acknowledges that Advisor is not providing legal, tax, or accounting advice and that Client should seek appropriate professional counsel where necessary.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles.

This Agreement, together with any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

MISCELLANEOUS PROVISIONS

Amendments to this Agreement must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid, the remaining provisions will remain in full force and effect. The parties acknowledge that each has had the opportunity to review this Agreement with counsel of its choice.

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