Business Guide

BUSINESS GUIDE

This Business Guide Agreement (Agreement) is entered into effective as of (Effective Date), by and between the parties identified below.

RECITALS

WHEREAS, Guide Provider maintains expertise in preparing business guides, strategic plans, operational checklists and related advisory materials and possesses the personnel and resources necessary to prepare such materials; and

WHEREAS, Client desires to retain Guide Provider to prepare a tailored business guide addressing Client's business model, market strategy, operational controls and compliance considerations described herein, subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend that the deliverables, payment terms, confidentiality obligations and governing law be set forth expressly in writing.

SCOPE OF WORK

Guide Provider shall develop and deliver a Business Guide for Client in accordance with the specifications below. The guide shall include research, written content, templates and recommendations as described by the parties.

PAYMENT TERMS

Client shall pay Guide Provider the fees set forth below in consideration for the services and deliverables.

Any undisputed amount not paid within days after the due date shall incur a late fee of and interest at a rate of .

TERM AND TERMINATION

The term of this Agreement begins on and will continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon providing days' written notice to the other party.

CONFIDENTIALITY

Each party (Recipient) shall maintain in strict confidence all non-public, proprietary or confidential information disclosed by the other party (Discloser) in connection with this Agreement (Confidential Information). Recipient shall not use, disclose or permit access to Confidential Information except to its employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein. Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of Recipient; (b) was rightfully in Recipient's possession prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy Discloser's Confidential Information and certify such return or destruction upon written request.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written statements of work executed under this Agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct or a breach of confidentiality, neither party shall be liable to the other for consequential, incidental, indirect or punitive damages. The aggregate liability of each party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Guide Provider 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 set forth above or to such other address as a party designates in writing. Notice is effective upon receipt.

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