Business Heartland Report

Business Heartland Report

Client Name:    Reporter/Firm:    Effective Date:

WHEREAS

WHEREAS, Reporter represents that it has professional experience and technical competence to prepare a regional business assessment commonly described as the "Business Heartland Report" addressing economic conditions, market opportunities, operational risks, and recommended strategies within the specified Heartland region; and

WHEREAS, Client desires to engage Reporter to prepare and deliver the Business Heartland Report covering the Period from through ;

WHEREAS, the parties intend that this Agreement set forth the scope, deliverables, fees, confidentiality obligations, and other terms governing preparation, delivery, and use of the Business Heartland Report.

SCOPE OF WORK

DELIVERABLES

PAYMENT TERMS

Late fee:    Invoice due within days of invoice date. Late fees accrue monthly at the stated rate or the maximum permitted by law, whichever is lower.

ACH transfer   Wire transfer   Check

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice as specified above. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligation to pay for services rendered and expenses incurred through the effective date of termination, including reasonable wind-down costs.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; or (c) is rightfully received by the receiving party from a third party without restriction. The receiving party shall use Confidential Information solely for performance of this Agreement and shall restrict access to those employees and contractors with a need to know and subject to equivalent confidentiality obligations. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify destruction upon request. Confidentiality obligations shall survive for three (3) years after termination, except that trade secrets shall remain protected for as long as they meet legal standards for trade secret protection.

Client and Reporter acknowledge and agree to the confidentiality obligations set forth above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising from this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Reporter may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

ACKNOWLEDGMENT

By signing below, Client and Reporter confirm that they have read, understand, and agree to be bound by the terms of this Agreement and that the individual signing on behalf of each party is duly authorized to do so.

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