Business HD Report

BUSINESS HD REPORT AGREEMENT

This Business HD Report Agreement (the Agreement) is entered into by and between:

Effective Date:

WHEREAS

WHEREAS, Client seeks an independent diagnostic assessment of business operations, financial condition, market positioning and operational risks commonly grouped as a Business HD (High‑definition) Report; and

WHEREAS, Consultant represents that it has the expertise, personnel and resources necessary to perform the Business HD Report and deliver the findings and recommendations described herein; and

WHEREAS, the parties desire to set forth the terms under which Consultant will provide the Business HD Report and related services to Client.

Scope of Work

Consultant shall perform a comprehensive Business HD Report, which shall include, at a minimum, the items identified below and any additional items mutually agreed in writing:

Payment Terms

Client shall pay Consultant the fees and reimburse expenses in accordance with the schedule below.

Late Payment: Consultant may assess a late fee of on overdue amounts compounded monthly, plus reasonable collection costs.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days’ prior written notice. Termination for cause may occur immediately upon written notice for material breach not cured within days after written demand.

Confidentiality

Each party shall keep confidential all nonpublic information disclosed by the other party in connection with the Business HD Report (Confidential Information). Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is lawfully received from a third party without restriction; or (c) is independently developed without use of the other party’s Confidential Information.

Consultant agrees to use Confidential Information only for purposes of performing the services and shall take commercially reasonable measures to protect such information from unauthorized disclosure.

Representations, Warranties and Limitations

Each party represents that it has authority to enter into this Agreement. Consultant warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. CONSULTANT’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT.

Change Orders and Additional Services

Any material changes to the scope, schedule or deliverables shall be documented in a written change order signed by authorized representatives of both parties and may result in adjustments to fees and schedule.

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 executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral.

Acceptance and Certification

By signing below, the undersigned representatives certify that they are authorized to bind their respective parties and that the information provided in this Agreement is true and correct. The parties acknowledge that Consultant may rely on Client‑provided information and that Client is responsible for the accuracy and completeness of such information.

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