Business Hansen Agreement

BUSINESS HANSEN AGREEMENT

This Business Hansen Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to obtain certain business consulting, advisory and implementation services from Service Provider related to Client's business operations and strategic initiatives; and

WHEREAS, Service Provider has represented that it possesses the necessary expertise, experience and personnel to perform such services and is willing to provide such services to Client under the terms set forth herein; and

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

SCOPE OF WORK

PAYMENT TERMS

Invoices are due within days of receipt. Late payments shall incur a late fee of on any unpaid balance, compounded monthly, to the maximum extent permitted by law.

Expenses incurred by Service Provider in the performance of services will be reimbursed by Client if pre-approved in writing. Provide scope of reimbursable items and limits below.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach of its terms if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public or proprietary information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that should reasonably be understood to be confidential. Each party agrees (a) to hold Confidential Information in strict confidence, (b) not to disclose Confidential Information to any third party except as required to perform its obligations under this Agreement and to its representatives on a need-to-know basis, and (c) to use Confidential Information solely for the purposes of performing under this Agreement. Confidentiality obligations survive termination of this Agreement for a period of three (3) years, or longer if required by applicable law.

INTELLECTUAL PROPERTY

All materials, deliverables and work product conceived, developed or delivered by Service Provider specifically for Client under this Agreement shall be considered "Work Product." Except as otherwise agreed in writing, ownership of Work Product shall be assigned to Client upon full payment of all amounts due; Service Provider retains ownership of its preexisting methodologies, tools, templates and general know-how, and grants Client a nonexclusive, royalty-free license to use such preexisting materials solely as incorporated in the Work Product.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against claims, losses, liabilities and expenses arising from its negligent acts, willful misconduct or breach of this Agreement. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, OR EXEMPLARY DAMAGES, AND TOTAL LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of any disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices required or permitted by this Agreement shall be given in writing and shall be deemed given when delivered in person, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier service to the addresses provided above (or to such other address as either party may specify in writing).

MISCELLANEOUS

The parties acknowledge that Service Provider is an independent contractor and not an employee of Client. Nothing in this Agreement creates a partnership, joint venture or agency relationship between the parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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