Business Highlight Document

Business Highlight Document

Effective Date:

WHEREAS

WHEREAS, Client Name: operates the business identified below and desires a concise, actionable summary of key business attributes and performance metrics for use in marketing, investor introductions, and internal strategy (the "Business Highlights");

WHEREAS, Provider Name: has expertise in compiling executive summaries, factual highlight documents, and related deliverables and agrees to prepare the Business Highlights under the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to preparation, delivery, use and confidentiality of the Business Highlights.

Business / Subject

Scope of Work

Provider shall prepare a Business Highlight Document describing the business, key metrics, competitive positioning, growth drivers, and other specified highlights. Provider will base the document on information provided by Client and reasonable third-party sources, and will present a single concise deliverable as described below.

Business Highlights (Key Items)

Payment Terms

Client shall pay Provider the fees set forth below in exchange for the deliverable described in the Scope of Work. All payments are non-refundable except as expressly provided herein.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. For convenience, either party may terminate upon written notice delivered at least days prior to the effective termination date.

Upon termination, Provider shall deliver all completed work and an invoice for work performed to date; Client shall pay for all undisputed, accrued fees within the invoice Net Days period specified above.

Confidentiality

Each party agrees to hold in confidence all Confidential Information disclosed by the other party and to use Confidential Information solely for the purposes of performing under this Agreement. "Confidential Information" means non-public information disclosed in connection with this Agreement, whether oral, written, electronic or observed, and includes financial data, customer lists, pricing, strategic plans, and proprietary analyses.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) is rightfully received by the receiving party from a third party without restriction; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates to seek a protective order.

Upon expiration or termination, each party shall return or destroy Confidential Information of the other party, except that Provider may retain one archival copy solely for compliance, recordkeeping, and professional liability purposes.

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 in that State for resolution of any disputes arising under this Agreement.

Representations; Limitation of Liability

Each party represents that it has full corporate or organizational power to enter into this Agreement. Provider will perform services in a professional manner but does not warrant specific financial results or outcomes. Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability arising out of or related to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by both parties.

Execution

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the party for which they sign.

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